EDWARDS J D & CO
EMPLOYMENT AGREEMENT -- RICHARD MATHEWS
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<TYPE>EX-10.17
<SEQUENCE>5
<FILENAME>d93688ex10-17.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT -- RICHARD MATHEWS
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                                                                   EXHIBIT 10.17

                           [J.D. EDWARDS LETTERHEAD]

PRIVATE & CONFIDENTIAL

10th July 2001

Mr. Richard Mathews
Barn Cottage
Bottom Farm
Bottom Lane
Checkendon RG8 0NR

Dear Richard

Further to your recent discussions, J.D. Edwards (UK) Ltd ("J.D. Edwards") is
pleased to offer you the position of Senior Vice President, International
subject to the terms and conditions contained in this letter. In this position
you will report directly to Hank Bonde, Chief Operating Officer and you will be
located at Colorado House, 300 Thames Valley Park Drive, Reading, Berks RG6
IRD, United Kingdom.

DURATION OF ASSIGNMENT/CONTINUITY OF EMPLOYMENT

     1.  It is anticipated that this assignment to the UK will initially be for
         a period of 3 years with effect from 1st May 2001 subject to the issue
         of a UK Work Permit. The Company reserves the right to extend this
         assignment to meet the needs of its business subject to your agreement
         and continuing right to work in the UK.

     2.  Your employment in New Zealand and subsequent transfer to the UK on
         this assignment will count as continuous employment with the Company.

BASE SALARY/INCENTIVE COMPENSATION

     1.  Your Base Salary will be paid at the rate of L.180,000 per annum, paid
         monthly in arrears, directly into your nominated Bank Account. Your
         salary will next be reviewed in accordance with the prevailing
         performance review process.

     2.  In addition, you will be entitled to earn a 75% Performance Related
         Bonus of L.135,000 per annum to give you an annual On-Target Earnings
         of L.315,000. Full details of your Incentive Plan will be provided to
         you shortly but will be based on the proper attainment of clearly
         defined critical success factors which will be similar to those of the
         Chief Operating Officer. This incentive plan will be pro-rated for the
         last 7 months of FY2001.


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                               [J.D. EDWARDS LOGO]

     3.  You will also be entitled to earn a further lump sum bonus payment of
         L.10,000 for achieving 102% of the 2nd Half FY2001 replan total Revenue
         target for International -- this target revenue number will be notified
         separately. This special bonus will not be pro-rated for either over or
         under performance and will be in addition to the overachievement
         elements contained in your Compensation Plan.

     4.  Your existing VP/GM ANZ Compensation Plan components will be pro-rated
         for the first 5 months of FY2001 and will be used to calculate
         performance and associated bonuses for this first 5 month period.

ALLOWANCES

     1.  Car Allowance -- your position entitles you to a Car Allowance of
         L.1,875 per month in accordance with Company Policy. This allowance is
         paid directly into your Bank Account together with your salary and is
         shown separately on your pay-slip. You will also be entitled to private
         and business petrol paid for by the Company. It is a condition of
         employment that you hold and retain a valid Driving License.

     2.  Housing Allowance -- you are entitled to monthly Housing Allowance of
         L.5,250 to assist with the rental of suitable accommodation for you and
         your family for the duration of your assignment to the United Kingdom.
         Any rental or lease income derived from property in New Zealand during
         the period of this assignment will be off-set against this allowance
         and it is your responsibility to notify the Company accordingly.

     3.  Please note that Allowances are not eligible for salary related
         benefits and company pension contributions. The area however subject to
         normal pay-roll deductions.

STOCK OPTIONS

     1.  As part of this offer, you will receive a further 75,000 stock options,
         subject to the approval of the Board of Directors, and in accordance
         with the current Stock Option Plan. This is in addition to any options
         that have already been granted. The Option price for this grant will be
         the closing price on 1st May 2001.

     2.  You will be responsible for the payment of any taxes normally
         associated with the exercise of any options and the Company will not
         equalize and Stock Options.

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                              [J.D. EDWARDS LOGO]


RELOCATION

     1.  The Company will cover all reasonable and customary expenses associated
         with your relocation to the UK which includes shipment/storage of
         household goods, up to 30 days temporary accommodation on arrival in
         the UK and relocation consultant costs.

     2.  The Company will pay a maximum of L.10,000 to cover the cost of
         miscellaneous and other out of pocket expenses associated with this
         relocation and the rental of unfurnished property.

     3.  Any taxes payable on Relocation cost in excess of the prevalent Inland
         Revenue maximum, currently L.8,000, will be paid for by the Company.

EMPLOYEE BENEFITS

     1.  You and your family are eligible to participate in all Employee
         Benefits programmes that are currently in force in the UK and as
         detailed in the J.D. Edwards (UK) Ltd Employee Handbook which
         accompanies this letter of offer.

     2.  Additionally, you are entitled to a return family trip to New Zealand,
         business class, once per year and you are required to give the Company
         as much notice as possible to enable the most cost effective tickets to
         be purchased.

     3.  The Company also agrees to pay the cost of family telephone calls to
         New Zealand.

TAX PREPARATION

     1.  The Company will pay the costs associated with the proper closure of
         your tax affairs in New Zealand and for assisting with the preparation
         and submission of your tax returns in the UK. The Company has retained
         the services of KPMG and you will be notified of the contact names
         shortly.

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                              [J.D. EDWARDS LOGO]


TERMINATION OF EMPLOYMENT

     1.  If you wish to voluntarily terminate your employment with the Company
         you are required to give the Company 90 days notice of your intention
         to do so. In this case, the Company reserves the right to reclaim all
         or part of any monies paid in respect of your relocation to the UK from
         any monies due to you and will not pay for the relocation of you or
         your family back to New Zealand.

     2.  In the event that the Company terminates your employment without cause,
         then you will continue to be paid your base salary for a further 12
         months from the date of termination and the Company will pay for the
         relocation of you and your family back to New Zealand.

     3.  In the event of the Company terminating your employment for cause or
         for Gross Misconduct as defined in the current Employee Handbook, your
         Base salary will cease to be paid immediately, you will not be entitled
         to any further incentive payments and the Company will deduct all or
         part of any monies paid in respect of your relocation to the UK from
         any monies due to you and will not pay for the relocation of you or
         your family back to New Zealand.

     4.  If your employment with the Company is terminated in connection with a
         Change of Control, then you will be entitled to receive compensation in
         accordance with the current J.D. Edwards & Company Management Change in
         Control Plan and the Company will pay for the relocation of you and
         your family back to New Zealand.

     5.  This section of your offer letter replaces in its entirety the section
         entitled "Notice Period" contained in the Employee Handbook.

This letter expressed the sole agreement relating to the Offer of Employment
between you and J.D. Edwards regarding your services. Any previous discussions,
promises, representations and understanding relative to any terms and
conditions should not be considered as part of this offer unless expressed here
in writing. This letter, together with the Employee Handbook constitute your
contract of employment with J.D. Edwards and must be executed within fourteen
(14) days of the commencement of your employment with the Company.

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                              [J.D. EDWARDS LOGO]


I would be grateful if you could sign below and return the copy of this letter
with your signature, thereby accepting this offer and I would also be grateful
if you could complete and return the attached forms entitled New Hire Data
Collection and Group Life Assurance Scheme to enable us to set you up on the
internal systems.

Yours sincerely

/s/ MALCOLM FALCONER
------------------------------
   Malcolm Falconer
   HR Director - International


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I have read the above and accept the Company's offer of employment and will be
able to take up this position on 1st May 2001

/s/ RICHARD MATHEWS                                 16/7/2001
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Signed: Richard Mathews                            Date:

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