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EXHIBIT 99.9
Form of Stock Option Assumption Agreement
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i2 TECHNOLOGIES, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE: 1~
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 30th day of
April, 1998 by i2 Technologies, Inc., a Delaware corporation ("i2
Technologies").
WHEREAS, the undersigned individual ("Optionee") holds one or
more stock options to purchase shares of the Class K common shares of Intertrans
Logistics Solutions Limited, an Ontario Corporation ("ITLS"), which were granted
to Optionee under the ITLS 1997 Stock Incentive Plan (the "Plan") and are
evidenced by a Stock Option Agreement (the "Option Agreement") between ITLS and
Optionee.
WHEREAS, ITLS is acquired by i2 Technologies through an exchange
of the shares of ITLS for shares of i2 Technologies (the "Exchange") pursuant to
the Stock Exchange Agreement dated March 24, 1998, by and among i2 Technologies,
ITLS and the shareholders of ITLS (the "Exchange Agreement").
WHEREAS, the provisions of the Exchange Agreement require i2
Technologies to assume all obligations of ITLS under all options outstanding
under the Plan at the consummation of the Exchange 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 Exchange Agreement,
the exchange ratio (the "Exchange Ratio") in effect for the Exchange is 1.608167
of a share of i2 Technologies common stock ("i2 Technologies Stock") for each
outstanding Class K common share of ITLS common stock (the "ITLS Stock").
WHEREAS, this Agreement is to become effective immediately upon
the consummation of the Exchange (the "Effective Time") in order to reflect
certain adjustments to Optionee's outstanding options under the Plan which have
become necessary by reason of the assumption of those options by i2 Technologies
in connection with the Exchange.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of ITLS Stock subject to each of the
stock options held by Optionee under the Plan immediately prior to the Effective
Time (the "ITLS Options") and the Canadian Dollar 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 ITLS under each of the
ITLS Options. In connection with such assumption, the number of shares of i2
Technologies Stock purchasable under each ITLS Option hereby assumed and the
U.S. Dollar
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exercise price payable thereunder have been adjusted to reflect the Exchange
Ratio. Accordingly, the number of shares of i2 Technologies Stock subject to
each ITLS Option hereby assumed shall be as specified for that option in
attached Exhibit B, and the adjusted U.S. Dollar exercise price payable per
share of i2 Technologies Stock under the assumed ITLS Option shall be as
indicated for that option in attached Exhibit B.
2. The following provisions shall govern each ITLS Option hereby
assumed by i2 Technologies:
(a) Unless the context otherwise requires, all references to
the "Company" in the Option Agreement and in the Plan (as
incorporated into such Option Agreement) shall mean i2
Technologies, all references to "Common Shares" shall mean
shares of i2 Technologies Stock, all references to the Board
shall mean the Board of Directors of i2 Technologies and all
references to the "Committee" shall mean the Compensation
Committee of the i2 Technologies Board of Directors.
(b) The grant date and the expiration date of each assumed
ITLS Option and all other provisions which govern either the
exercise or the termination of the assumed ITLS 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) Pursuant to the terms of the Plan and the Option
Agreements, each ITLS Option will automatically accelerate and
become exercisable for fifty percent (50%) of the shares of the
ITLS Stock for which it is not exercisable immediately prior to
the Effective Time and the vesting percentage shall be reduced
by fifty percent (50%) so that the unvested shares shall vest at
50% of the vesting rate in effect immediately prior to the
Effective time.
(d) For purposes of applying any and all provisions of the
Option Agreement relating to Optionee's status as an "Eligible
Participant", Optionee shall be deemed to continue in such
status for so long as Optionee renders services as an employee,
director or consultant to i2 Technologies or any present or
future i2 Technologies subsidiary, including (without
limitation) ITLS. Accordingly, the provisions of the Option
Agreement governing the termination of the assumed ITLS Option
upon Optionee's cessation of Eligible Participant status with
ITLS shall hereafter be applied on the basis of Optionee's
cessation of service as an employee, director or consultant of
i2 Technologies and its subsidiaries, and each assumed ITLS
Option shall accordingly terminate, within the designated time
period in effect under the Option Agreement for that option,
following such cessation of service with i2 Technologies and its
subsidiaries.
2.
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(e) The adjusted exercise price payable for the i2
Technologies Stock subject to each assumed ITLS 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 ITLS Stock prior to the
Exchange shall be taken into account.
(f) In order to exercise each assumed ITLS 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 (with such
payment to be made in U.S. Dollars if the exercise price is
being paid in cash) 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: Xxxxx Xxxxxx
3. 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 Exchange 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 _____, 1998.
i2 TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxx
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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 ITLS 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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1~, OPTIONEE
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DATED: __________________, 199_
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares of Intertrans Logistics
Solutions Limited Class K Common Share (Pre-Exchange)
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EXHIBIT B
Optionee's Outstanding Options to Purchase Shares of i2 Technologies, Inc.
Common Stock (Post-Exchange)