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EXHIBIT 99.14
i2 TECHNOLOGIES, INC.
STOCK OPTION ASSUMPTION AGREEMENT
SMART 1996 STOCK OPTION/STOCK ISSUANCE PLAN
OPTIONEE: ((Employee))
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 15th day of July,
1999 by i2 Technologies, Inc., a Delaware corporation ("i2").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of Sales Marketing
Administration Research Tracking Technologies, Inc., a Delaware corporation
("SMART"), which were granted to Optionee under the SMART 1996 Stock
Option/Stock Issuance Plan (the "Plan") and are each evidenced by a Stock Option
Agreement (the "Option Agreement").
WHEREAS, SMART has been acquired by i2 through the merger of SMART with
and into i2 (the "Merger") pursuant to the Agreement and Plan of Merger and
Reorganization, by and between i2 and SMART (the "Reorganization Agreement").
WHEREAS, the provisions of the Reorganization Agreement require i2 to
assume all obligations of SMART under all outstanding options under the Plan at
the consummation of the Merger and to issue to the holder of each outstanding
option an agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Reorganization Agreement,
the exchange ratio (the "Exchange Ratio") in effect for the Merger is 0.75081
of a share of i2 common stock ("i2 Stock") for each outstanding share of SMART
common stock ("SMART Stock").
WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options which have become necessary by
reason of the assumption of those options by i2 in connection with the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of SMART Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "SMART Options") and the
exercise price payable per share are set forth in Exhibit A hereto. i2 hereby
assumes, as of the Effective Time, all the duties and obligations of SMART under
each of the SMART Options. In connection with such assumption, the number of
shares of i2 Stock purchasable under each SMART Option hereby assumed and the
exercise price payable thereunder have been adjusted to reflect the Exchange
Ratio. Accordingly, the number of shares of i2 Stock subject to each SMART
Option hereby assumed shall be as specified for that option in attached Exhibit
A, and the adjusted
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exercise price payable per share of i2 Stock under the assumed SMART Option
shall also be as indicated for that option in attached Exhibit A.
2. The intent of the foregoing adjustments to each assumed SMART Option
is to assure that the spread between the aggregate fair market value of the
shares of i2 Stock purchasable under each such option and the aggregate exercise
price as adjusted pursuant to this Agreement will, immediately after the
consummation of the Merger, be not less than the spread which existed,
immediately prior to the Merger, between the then aggregate fair market value of
the SMART Stock subject to the SMART Option and the aggregate exercise price in
effect at such time under the Option Agreement. Such adjustments are also
intended to preserve, immediately after the Merger, on a per share basis, the
same ratio of exercise price per option share to fair market value per share
which existed under the SMART Option immediately prior to the Merger.
3. The following provisions shall govern each SMART Option hereby
assumed by i2:
(a) Unless the context otherwise requires, all references in
each Option Agreement and, if applicable, in the Plan (as incorporated
into such Option Agreement) (i) to the "Corporation" shall mean i2,
(ii) to "Common Stock" shall mean shares of i2 Stock, (iii) to the
"Board" shall mean the Board of Directors of i2 and (iv) to the
"Committee" shall mean the Compensation Committee of the i2 Board of
Directors.
(b) The grant date and the expiration date of each assumed
SMART Option and all other provisions which govern either the exercise
or the termination of the assumed SMART Option shall remain the same as
set forth in the Option Agreement applicable to that option, and the
provisions of the Option Agreement shall accordingly govern and control
Optionee's rights under this Agreement to purchase i2 Stock.
(c) Pursuant to the terms of the Option Agreement, your
options assumed by i2 in connection with the transaction will NOT vest
or become exercisable on an accelerated basis as a result of the
Merger. Each SMART Option shall be assumed by i2 as of the Effective
Time. Each such assumed SMART Option shall thereafter continue to vest
for any remaining unvested shares of i2 Stock subject to that option in
accordance with the same installment vesting schedule in effect under
the applicable Option Agreement immediately prior to the Effective
Time; provided, however, that the number of shares subject to each such
installment shall be adjusted to reflect the Exchange Ratio.
(d) For purposes of applying any and all provisions of the
Option Agreement and/or the Plan relating to Optionee's status as an
employee or a consultant of SMART, Optionee shall be deemed to continue
in such status as an employee or a consultant for so long as Optionee
renders services as an employee or a consultant to i2 or any present or
future i2 subsidiary.
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Accordingly, the provisions of the Option Agreement governing the
termination of the assumed SMART Options upon Optionee's cessation of
service as an employee or a consultant of SMART shall hereafter be
applied on the basis of Optionee's cessation of employee or consultant
status with i2 and its subsidiaries, and each assumed SMART Option
shall accordingly terminate, within the designated time period in
effect under the Option Agreement for that option, following such
cessation of service as an employee or a consultant of i2 and its
subsidiaries.
(e) The adjusted exercise price payable for the i2 Stock
subject to each assumed SMART Option shall be payable in any of the
forms authorized under the Option Agreement applicable to that option.
For purposes of determining the holding period of any shares of i2
Stock delivered in payment of such adjusted exercise price, the period
for which such shares were held as SMART Stock prior to the Merger
shall be taken into account.
(f) In order to exercise each assumed SMART Option, Optionee
must deliver to i2 a written notice of exercise in which the number of
shares of i2 Stock to be purchased thereunder must be indicated. The
exercise notice must be accompanied by payment of the adjusted exercise
price payable for the purchased shares of i2 Stock and should be
delivered to i2 at the following address:
i2 Technologies, Inc.
000 X. Xxx Xxxxxxx Xxxx., 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: Option Plan Administrator
4. Except to the extent specifically modified by this Option Assumption
Agreement, all of the terms and conditions of each Option Agreement as in effect
immediately prior to the Merger shall continue in full force and effect and
shall not in any way be amended, revised or otherwise affected by this Stock
Option Assumption Agreement.
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IN WITNESS WHEREOF, i2 Technologies, Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly-authorized officer
as of the __ day of ______________, 1999.
i2 TECHNOLOGIES, INC.
By:
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ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock
Option Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her SMART Options hereby assumed by i2 are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.
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((EMPLOYEE)), OPTIONEE
DATED: , 1999
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EXHIBIT A
((OPTIONEE))
Optionee's Outstanding Options to Purchase
Shares of Sales Marketing Administration Research Tracking
Technologies, Inc.
Common Stock (Pre-Merger)
and
Optionee's Outstanding Options to Purchase Shares
of i2 Technologies, Inc.
Common Stock (Post-Merger)
Grant Pre-Merger Pre-Merger Post-Merger Post-Merger
Date Outstanding Options Exercise Price Outstanding Options Exercise Price
---- ------------------- -------------- ------------------- --------------
((Granted)) ((Outst)) ((Ex_Price_)) ((Outstanding)) ((Ex_Price_1))
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