EXHIBIT 99.1
JDA SOFTWARE GROUP, INC.
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Chris Koziol (the "PARTICIPANT") has been granted an award of
Restricted Stock Units (the "Award") pursuant to the JDA Software Group, Inc.
2005 Performance Incentive Plan (the "PLAN"), each of which represents the right
to receive on the applicable Settlement Date one (1) share of Stock of JDA
Software Group, Inc., as follows:
DATE OF GRANT: November 3, 2005
NUMBER OF RESTRICTED 50,000, subject to adjustment as provided by
STOCK UNITS: the Units Agreement.
SETTLEMENT DATE: For each Unit, except as otherwise provided by
the Restricted Stock Units 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 in the Restricted Stock Units
Agreement and provided that the Participant's Service has not
terminated prior to the relevant date, the number of Vested Units shall
cumulatively increase on each respective date set forth below by the
number of units set forth opposite such date, as follows:
No. of
Units Vesting
----------------
Prior to June 21, 2006 0
On June 21, 2006, provided the Participant's 16,688
Service has not terminated prior to such date
Plus:
----
For each full month of the Participant's continuous
Service from June 21, 2006 until all the Units are
vested in full, an additional 1,388 per month
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 Notice and by the provisions of the Plan and the
Restricted Stock Units Agreement, both of which are made a part of this
document. The Participant acknowledges that copies of the Plan, Restricted Stock
Units Agreement and the prospectus for the Plan are available on the Company's
internal web site and may be viewed and printed by the Participant for
attachment to the Participant's copy of this Grant Notice. The Participant
represents that the Participant has read and is familiar with the provisions of
the Plan and Restricted Stock Units Agreement, and hereby accepts the Award
subject to all of their terms and conditions.
JDA SOFTWARE GROUP, INC. PARTICIPANT
By:
--------------------------------- ------------------------------------
Signature
Its:
-------------------------------- ------------------------------------
Date
Address: 14400 N. 87th Street
Scottsdale, AZ 85260 ------------------------------------
Address
ATTACHMENTS: 2005 Performance Incentive Plan, as amended to the Date of Grant;
Restricted Stock Units Agreement and Plan Prospectus
JDA SOFTWARE GROUP, INC.
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
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.
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 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. 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 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.
4.3 FEDERAL EXCISE TAX UNDER SECTION 4999 OF THE CODE.
(A) EXCESS PARACHUTE PAYMENT. Subject to Section 7.5 of
Participant's Employment Agreement with the Company dated June 13, 2005, as
amended from time to time, 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
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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.
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;
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
(2 1/2) months following the end of the calendar year in which such Unit became
a Vested Unit. For purposes of this Section,
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"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 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. Subject to approval by the Company, in its
discretion, the Participant may satisfy all or any portion of a Participating
Company's tax withholding obligations by requesting the Company to withhold a
number of whole shares of
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Stock otherwise deliverable to the Participant in settlement of the Award 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. Any adverse consequences to the Participant resulting from
the procedure permitted under this Section, including, without limitation, tax
consequences, shall be the sole responsibility of the Participant.
8. EFFECT OF CHANGE IN CONTROL ON AWARD.
In the event of a Change in Control, the Award shall be settled in
accordance with Section 6 immediately prior to the consummation of the Change in
Control.
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, 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,
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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. MISCELLANEOUS PROVISIONS.
12.1 TERMINATION OR AMENDMENT. The Committee may terminate or amend the
Plan or 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. No amendment
or addition to this Agreement shall be effective unless in writing.
12.2 NONTRANSFERABILITY OF THE AWARD. Prior 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.
12.3 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.
12.4 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.
12.5 DELIVERY OF DOCUMENTS AND NOTICES. Any document relating to
participation in the Plan 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 Plan documents,
which may include but do not necessarily include: the Plan, the Grant Notice,
this Agreement, the Plan 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
Plan as the Company may designate from time to time. Such means of electronic
delivery
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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
Plan, 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 12.5(a) of this Agreement and
consents to the electronic delivery of the Plan documents and Grant Notice, as
described in Section 12.5(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 12.5(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
12.5(a).
12.6 INTEGRATED AGREEMENT. The Grant Notice, this Agreement and the
Plan, 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.
12.7 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.
12.8 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.
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