0001193125-05-067947 Sample Contracts

Re: Amendment to Employment Agreement and Termination of Share Rights Agreement
Employment Agreement • April 1st, 2005 • I2 Technologies Inc • Services-prepackaged software

You hereby agree to the cancellation and surrender to i2 Technologies, Inc. (“i2”) of your share right awards for 50,000 underlying shares of i2 common stock granted pursuant to the Employment Agreement, dated as of February 27, 2005, between you and i2 (the “Employment Agreement”), and the Share Rights Award Agreement between you and i2, dated as of February 27, 2005 (the “Share Rights Agreement”). By signing below you acknowledge, effective as of the date set forth above, the cancellation and surrender of such share right awards and further acknowledge that the Share Rights Agreement shall be terminated in its entirety.

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i2 TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 1st, 2005 • I2 Technologies Inc • Services-prepackaged software • Texas

AGREEMENT made this 28th day of March 2005, by and between i2 Technologies, Inc., a Delaware corporation (the “Corporation”), and Michael E. McGrath (the “Executive”).

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