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EXHIBIT 99.9
I2 TECHNOLOGIES, INC.
STOCK OPTION ASSUMPTION AGREEMENT
NON-QUALIFIED STOCK OPTIONS GRANTED BY
THINK SYSTEMS CORPORATION OUTSIDE PLAN
OPTIONEE: X. Xxxxxxxxxxx
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 15th day of May,
1997 by i2 Technologies, Inc., a Delaware corporation ("i2 Technologies").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding non-qualified stock options to purchase shares of the common stock
of Think Systems Corporation, a New Jersey corporation ("TSC"), which are
evidenced by a Stock Option Agreement (the "Option Agreement") between TSC and
Optionee.
WHEREAS, TSC has this day been acquired by i2 Technologies through
merger of TSC Acquisition Corporation, a wholly-owned i2 Technologies
subsidiary, with and into TSC (the "Merger") pursuant to the Agreement and Plan
of Merger dated May 15, 1997, by and among i2 Technologies, TSC and TSC
Acquisition Corporation (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require i2 Technologies
to assume all obligations of TSC under all outstanding options to purchase
shares of TSC Common Stock 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 Merger Agreement, the
exchange ratio in effect for the Merger is 0.286596 of a share of i2
Technologies common stock ("i2 Technologies Stock") for each outstanding share
of TSC Stock (the "Exchange Ratio").
WHEREAS, this Agreement is to become 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 Technologies in connection with
the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of TSC common stock ("TSC Stock") subject to
the stock options held by Optionee immediately prior to the Effective Time (the
"TSC Options") and the exercise price payable per share are set forth in Exhibit
A hereto. i2 Technologies hereby assumes, as of the Effective Time, all the
duties and obligations of TSC
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under each of the TSC Options. In connection with such assumption, the number of
shares of i2 Technologies Stock purchasable under each i2 Technologies Option
hereby assumed and the exercise price payable thereunder have been adjusted to
reflect the Exchange Ratio. Accordingly, the number of shares of i2 Technologies
Stock subject to each TSC Option hereby assumed shall be as specified for that
option in attached Exhibit B, and the adjusted exercise price payable per share
of i2 Technologies Stock under the assumed TSC Option shall be as indicated for
that option in attached Exhibit B.
2. The intent of the foregoing adjustments to each assumed TSC Option
is to assure that the spread between the aggregate fair market value of the
shares of i2 Technologies 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, equal the spread which
existed, immediately prior to the Merger, between the then aggregate fair market
value of the TSC Stock subject to the TSC Option and the aggregate exercise
price in effect at such time under the Option Agreement. Such adjustments are
also designed 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 TSC Option immediately prior to the Merger.
3. The following provisions shall govern each TSC Option hereby assumed
by i2 Technologies:
(a) Unless the context otherwise requires, all
references to the "Company" in each Option Agreement shall mean i2
Technologies, all references to "Common Stock" shall mean shares of
i2 Technologies Stock, all references to the "Board" or the
"Directors" shall mean the i2 Technologies Board of Directors or
Directors.
(b) The grant date and the expiration date of each
assumed TSC Option and all other provisions which govern either the
exercisability or the termination of the assumed TSC Option shall
remain the same as set forth in the Option Agreement applicable to
that option and shall accordingly govern and control Optionee's
rights under this Agreement to purchase i2 Technologies Stock.
(c) The adjusted exercise price payable for the i2
Technologies Stock subject to each assumed TSC 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 Technologies Stock delivered in payment
of such adjusted exercise price, the period for which such shares
were held as TSC Stock prior to the Merger shall be taken into
account.
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(d) In order to exercise each assumed TSC Option,
Optionee must deliver to i2 Technologies a written notice of
exercise in which the number of shares of i2 Technologies 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 Technologies Stock and should be
delivered to i2 Technologies at the following address:
i2 Technologies, Inc.
000 X. Xxx Xxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: ________________
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 _____, 1997.
I2 TECHNOLOGIES, INC.
By:_________________________________
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 TSC Options hereby assumed by i2 Technologies,
Inc. are as set forth in the Option Agreement, the Plan and such Stock Option
Assumption Agreement.
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X. XXXXXXXXXXX, OPTIONEE
DATED: __________________, 199_
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares of Think Systems Corporation
Common Stock (Pre-Merger)
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EXHIBIT B
Optionee's Outstanding Options to Purchase Shares of i2 Technologies, Inc.
Common Stock (Post-Merger)
