1
EXHIBIT 99.2
FORM OF OPTION ASSUMPTION AGREEMENT
2
EXHIBIT 99.2
i2 TECHNOLOGIES, INC.
STOCK OPTION ASSUMPTION AGREEMENT
SUPPLYBASE, INC.
1999 STOCK PLAN
OPTIONEE: (First Name) (Last Name),
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 28th day of
April, 2000 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 SupplyBase, Inc.,
a Delaware corporation ("SupplyBase"), which were granted to Optionee pursuant
to the SupplyBase 1999 Stock Plan (the "Plan") and are each evidenced by a
Notice of Stock Option Grant and related Stock Option Agreement (collectively
referred to herein as the "Option Agreements") with any shares purchased under
such options to be subject to the terms and conditions therein.
WHEREAS, SupplyBase has been acquired by i2 through the merger of
SupplyBase with i2 (the "Merger") pursuant to the Agreement and Plan of
Reorganization, by and between i2 and SupplyBase (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require the obligations
of SupplyBase under each outstanding option under the Plan to be assumed by i2
at the consummation of the Merger, and the holder of each such outstanding
option to be issued an agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the Merger is 0.10906 of a
share of i2 common stock, par value $0.00025 par value per share ("i2 Stock"),
for each outstanding share of SupplyBase common stock ("SupplyBase Stock").
WHEREAS, the purpose of this Agreement is to evidence the assumption by
i2 of the outstanding options held by Optionee at the time of the consummation
of the Merger (the "Effective Time") and to reflect certain adjustments to
Optionee's outstanding options which have become necessary in connection with
their assumption by i2.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of SupplyBase Stock subject to the options
held by Optionee immediately prior to the Effective Time (the "SupplyBase
Options") and the exercise price payable per share are set forth below. i2
hereby assumes, as of the Effective Time, all the duties and obligations of
SupplyBase under each of the SupplyBase Options. In connection with such
assumption, the number of shares of i2 Stock purchasable under each SupplyBase
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 SupplyBase Option hereby assumed shall be as specified for
that option below, and the adjusted exercise
3
price payable per share of i2 Stock under the assumed SupplyBase Option shall
also be as indicated for that option below.
-------------------------------------------------------------------------------------------------------
SUPPLYBASE STOCK OPTIONS i2 ASSUMED OPTIONS
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
# of Shares of Exercise Price # of Shares of i2 Adjusted Exercise
SupplyBase Common per Share Common Stock Price per Share
Stock
-------------------------------------------------------------------------------------------------------
SupplyBase Shares $SupplyBase Price i2 Shares $i2 Price
-------------------------------------------------------------------------------------------------------
2. The intent of the foregoing adjustments to each assumed
SupplyBase 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 substantially the same as
(and in no event greater than) than the spread which existed, immediately prior
to the Merger, between the then aggregate fair market value of the SupplyBase
Stock subject to the SupplyBase 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 SupplyBase Option immediately prior to the Merger.
3. The following provisions shall govern each SupplyBase Option
hereby assumed by i2:
(a) Unless the context otherwise requires, the
references in the Option Agreements and, if applicable, in the Plan (as
incorporated into such Option Agreements) shall be adjusted as follows; (i) all
references to the "Company" shall mean i2, (ii) all references to "Plan" shall
mean the SupplyBase, Inc. 1999 Stock Plan assumed pursuant to the Merger
Agreement and this Assumption Agreement, (iii) all references to "Stock" shall
mean the common stock of i2, par value $0.00025, (iv) all references to the
"Board of Directors" shall mean the Board of Directors of i2, and (v) all
references 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 SupplyBase Option and all other provisions which govern either the
exercise or the termination of the assumed SupplyBase Option shall remain the
same as set forth in the Option Agreements applicable to that option, and the
provisions of the Plan and the Option Agreements shall accordingly govern and
control Optionee's rights to purchase i2 Stock under the assumed SupplyBase
Option.
(c) Pursuant to the terms of the Option Agreements and
the Plan, none of the assumed SupplyBase Options shall vest or become
exercisable on an accelerated basis upon the consummation of the Merger.
Accordingly, each
2
4
SupplyBase Option assumed by i2 shall continue to vest and become exercisable
for any unvested shares of i2 Stock subject to that option in accordance with
the same installment vesting schedule in effect under the applicable Option
Agreements 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) Any unvested shares of i2 Stock acquired upon the exercise
of the assumed SupplyBase Options shall remain to a right of repurchase,
exercisable by i2 as the successor of SupplyBase at the adjusted exercise price
paid per share, upon Optionee's termination of service with i2. The terms and
provisions governing the exercise of such repurchase right shall be as set forth
in the Option Agreements applicable to the assumed SupplyBase Option under which
those unvested shares are acquired.
(e) For purposes of applying any and all provisions of the
Option Agreements and/or the Plan relating to Optionee's status as an employee
or a consultant of SupplyBase, 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 majority-owned i2
subsidiary. Accordingly, the provisions of the Option Agreements governing the
termination of the assumed SupplyBase Options or the exercise of i2's repurchase
rights with respect to any unvested i2 Stock purchased under such options and
unvested at the time of Optionee's cessation of service as an employee or a
consultant of SupplyBase shall hereafter be applied on the basis of Optionee's
cessation of employee or consultant status with i2 and its majority-owned
subsidiaries. Each assumed SupplyBase Option shall accordingly terminate, within
the designated time period in effect under the Option Agreements for that option
following such cessation of service as an employee or a consultant of i2 and its
majority-owned subsidiaries.
(f) The adjusted exercise price payable for the i2 Stock subject
to each assumed SupplyBase 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
SupplyBase Stock prior to the Merger shall be taken into account.
(g) In order to exercise each assumed SupplyBase 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.
One i2 Place
3
5
00000 Xxxx Xxxx
Xxxxxx, Xxxxx 00000
Attention: Stock Plan Administration
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.
IN WITNESS WHEREOF, i2, Inc. has caused this Stock Option Assumption
Agreement to be executed on its behalf by its duly-authorized officer as of the
___ day of ________ 2000.
i2 TECHNOLOGIES, INC.
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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 SupplyBase Options hereby assumed by i2 are as
set forth in the Option Agreement, the Plan, as applicable, and such Stock
Option Assumption Agreement.
----------------------------------
(First Name) (Last Name), OPTIONEE
DATED:__________, 2000
4