exv10w5






Exhibit 10.5




Voting Agreement



This Stockholder Voting Agreement (this “Agreement”) is made and entered into as of August
___, 2008, by and among JDA Software Group, Inc., a Delaware corporation (“Parent”), i2
Technologies, Inc., a Delaware corporation (the “Company”) (only with respect to Section 2(b)
hereof), and the undersigned stockholder (“Stockholder”) of the Company.



Recitals



A. Concurrently with the execution and delivery hereof, Parent, Igloo Acquisition Corporation, a
Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and the
Company are entering into an Agreement and Plan of Merger of even date herewith (as it may be
amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”),
which provides for the merger (the “Merger”) of Merger Sub with and into the Company in accordance
with its terms ( the Merger, Merger Agreement and the transactions contemplated thereby referred to
collectively as the “Proposed Transaction”).



B. Stockholder has sole voting power over such number of shares of each class of capital stock of
the Company beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) by Stockholder as is indicated on the signature page of this
Agreement.



C. In consideration of the execution and delivery of the Merger Agreement by Parent and Merger Sub,
Stockholder desires to agree to vote the Shares (as defined herein) over which Stockholder has sole
voting power so as to facilitate the consummation of the Merger.




          Now, Therefore, intending to be legally bound, the parties hereto hereby agree as follows:




     1. Certain Definitions.




               (a) Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
thereto in the Merger Agreement. For all purposes of and under this Agreement, the following
terms shall have the following respective meanings:




               “Consent” shall mean any approval, consent, ratification, permission, waiver or
authorization (including any: (a) permit, license, certificate, franchise, permission,
variance, clearance, registration, qualification or authorization issued, granted, given or
otherwise made available by or under the authority of any Governmental Authority or pursuant
to any Legal Requirement; or (b) right under any Contract with any Governmental Authority).




               “Legal Requirement” shall mean any federal, state, local, municipal, foreign or other
law, statute, constitution, principle of common law, resolution, ordinance, code, edict,
decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated,
implemented or otherwise put into effect by or under the authority of any
Governmental Authority (or under the authority of The NASDAQ Stock Market).




               “Person” means any individual, corporation, limited or general partnership, limited
liability company, limited liability partnership, trust, association, joint venture,
governmental entity and other entity and group (which term will include a “group” as such
term is defined in Section 13(d)(3) of the Exchange Act).



 









 




               “Shares” means (i) all outstanding shares of capital stock of the Company owned,
beneficially or of record, by Stockholder as of the date hereof, and (ii) all additional
outstanding shares of capital stock of the Company acquired by Stockholder, beneficially or
of record, during the period commencing with the execution and delivery of this Agreement
and expiring on the Expiration Date (as such term is defined in Section 7 below), in the
case of each of clauses (i) and (ii) as to which (and only as to which) Stockholder has sole
voting power; but in each case excluding shares of capital stock of the Company that, by
virtue of Stockholder’s ownership of options or other convertible securities, are deemed to
be beneficially owned by Stockholder pursuant to Rules 13d-3(d)(1)(i)(A) or (B) prior to the
time at which Stockholder exercises such options or other convertible securities and
receives the underlying capital stock of the Company.




               “Transfer” means, with respect to any security, the direct or indirect assignment,
sale, transfer, tender, exchange, pledge, hypothecation, or the gift, placement in trust, or
other disposition of such security (excluding transfers: (i) by testamentary or intestate
succession, (ii) otherwise by operation of law, or (iii) under any written trading plan
adopted prior to the date of this Agreement under Rule 10b5-1 of the Securities Exchange Act
of 1934, as amended) or any right, title or interest therein (including, but not limited to,
any right or power to vote to which the holder thereof may be entitled, whether such right
or power is granted by proxy or otherwise), or the record or beneficial ownership thereof,
and each agreement, arrangement or understanding, whether or not in writing, to effect any
of the foregoing.



     2. Transfer and Voting Restrictions.



               (a) At all times during the period commencing with the execution and delivery of this
Agreement and expiring on the Expiration Date, Stockholder shall not, except in connection with
the Merger, Transfer any of the Shares, or enter into an agreement, commitment or other
arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set
forth in this Agreement, Stockholder may Transfer any or all of the Shares (i) by will, or by
operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection
with estate and charitable planning purposes, including Transfers to relatives, trusts and
charitable organizations, or (iii) to any other Person, so long as, in the case of the foregoing
clauses (ii) and (iii), the transferee, prior to such Transfer executes a counterpart of this
Agreement (with such modifications as Parent may reasonably request solely to reflect such
transfer).



               (b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or
provide any other person with the authority to vote any of the Shares other than in compliance
with this Agreement, the Company shall not, and Stockholder hereby unconditionally and irrevocably
instructs the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a
new certificate representing any of the Shares or (iii) record such vote, in each case, unless and
until Stockholder shall have complied with the terms of this Agreement. Each stock certificate
evidencing Shares that is issued in the name of Stockholder on or after the date of this Agreement
shall bear a legend indicating that such Shares are subject to the terms of this Agreement and any
transferee of the Shares evidenced by the stock certificate takes the Shares subject to the terms
of this Agreement.



               (c) Except as otherwise permitted by this Agreement or by order of a court of competent
jurisdiction, each Stockholder will not commit any act that could restrict or affect such
Stockholder’s legal power, authority and right to vote all of the Shares then owned of record or
beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of his
obligations under this Agreement. Without limiting the generality of the foregoing, except for
this Agreement and as otherwise permitted by this Agreement, each Stockholder will not enter into any



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voting agreement with any Person with respect to any of the Shares, grant any Person any proxy
(revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of
the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person
limiting or affecting Stockholder’s legal power, authority or right to vote the Shares in favor of
the approval of the Proposed Transaction.




     3. Agreement to Vote Shares.



               (a) Prior to the Expiration Date, at every meeting of the stockholders of the Company called,
and at every adjournment or postponement thereof, and on every action or approval by written
consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall
appear at the meeting or otherwise cause the Shares to be present thereat for purposes of
establishing a quorum and, to the extent not voted by the Persons appointed as proxies pursuant to
this Agreement, vote (i) in favor of approval of the Proposed Transaction, (ii) against the
approval or adoption of any proposal made in opposition to, or in competition with, the Proposed
Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed
Transaction): (A) any merger, consolidation or business combination involving the Company or any
of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or
substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization,
recapitalization, dissolution, liquidation or winding up of the Company or any of its
subsidiaries; or (D) any other action that is intended, or could reasonably be expected, to
otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation
of the Proposed Transaction.



               (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares,
Stockholder agrees to take all actions necessary to cause the record holder and any nominees to
vote all of the Shares in accordance with Section 3(a).



     4. Grant of Irrevocable Proxy.



               (a) Stockholder hereby irrevocably (to the fullest extent permitted by law) grants to, and
appoints, Parent and each of its executive officers and any of them, in their capacities as
officers of Parent (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power
of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote
the Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or
approval or dissent or disapproval in respect of such Shares in accordance with Section 3 hereof
and, in the discretion of the Grantees, with respect to any proposed adjournments or postponements
of any meeting of stockholders of the Company at which any of the matters described in Section 3
hereof is to be considered.



               (b) Stockholder represents that any proxies heretofore given in respect of the Shares that
may still be in effect are not irrevocable, and such proxies are hereby revoked.



               (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is
given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is
given to secure the performance of the duties of Stockholder under this Agreement. Stockholder
hereby further affirms that the irrevocable proxy is coupled with an interest and may under no
circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable
proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed
and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware
General Corporation Law. Notwithstanding this Section 4(c), the proxy granted by Stockholder
shall be revoked upon termination of this Agreement in accordance with its terms.



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          (d) The Grantees may not exercise this irrevocable proxy on any other matter except as
provided above. Stockholder shall retain at all times the right to vote the Shares in
Stockholder’s sole discretion and without any other limitation on all matters other than those set
forth in Section 3 that are at any time or from time to time presented for consideration to the
Company’s stockholders generally.



          (e) Parent may terminate this proxy with respect to Stockholder at any time at its sole
election by written notice provided to Stockholder.



          5. Action in Stockholder Capacity Only. Stockholder makes no agreement or
understanding herein as a director or officer of the Company. Stockholder signs solely in
Stockholder’s capacity as a record holder and beneficial owner, as applicable, of Shares, and
nothing in this Agreement shall (or shall require any Stockholder to attempt to) limit or restrict
any Stockholder who is a director or officer of the Company from acting in such capacity (it being
understood that this Agreement shall apply to Stockholder solely in Stockholder’s capacity as a
holder of the Shares).



          6. Representations and Warranties of Stockholder.



          (a) Stockholder hereby represents and warrants to Parent as follows: (i) Stockholder is the
beneficial or record owner of the shares of capital stock of the Company indicated on the
signature page of this Agreement free and clear of any and all pledges, liens, security interests,
mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that
would impair or adversely affect Stockholder’s ability to perform its obligations under this
Agreement, other than those encumbrances which are in favor of the Company (provided Parent shall
have been provided with copies of the relevant documentation related thereto) ; (ii) Stockholder
does not beneficially own any securities of the Company other than the shares of capital stock and
rights to purchase shares of capital stock of the Company set forth on the signature page of this
Agreement; (iii) Stockholder has full power and authority to make, enter into and carry out the
terms of this Agreement and to grant the irrevocable proxy as set forth in Section 4; and (iv)
this Agreement has been duly and validly executed and delivered by Stockholder and constitutes a
valid and binding agreement of Stockholder enforceable against Stockholder in accordance with its
terms, subject to the effect of (x) applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to rights of creditors generally and (y)
rules of law and equity governing specific performance, injunctive relief and other equitable
remedies. Stockholder agrees to notify Parent promptly of any additional shares of capital stock
of the Company of which Stockholder becomes the beneficial owner after the date of this Agreement.



          (b) As of the date hereof and for so long as this Agreement remains in effect (including as
of the date of the Company Stockholders’ Meeting, which, for purposes of this Agreement, includes
any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by
this Agreement, Stockholder has full legal power, authority and right to vote all of the Shares
then owned of record or beneficially by Stockholder, in favor of the approval and authorization of
the Proposed Transaction without the consent or approval of, or any other action on the part of,
any other Person (including, without limitation, any governmental entity). Without limiting the
generality of the foregoing, Stockholder has not entered into any voting agreement (other than
this Agreement) with any Person with respect to any of the Shares, granted any Person any proxy
(revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any
of the Shares in a voting trust or entered into any arrangement or agreement with any Person
limiting or affecting Stockholder’s legal power, authority or right to vote the Shares on any
matter.



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          (c) The execution and delivery of this Agreement and the performance by Stockholder of
Stockholder’s agreements and obligations hereunder will not result in any breach or violation of
or be in conflict with or constitute a default under any term of any agreement, judgment,
injunction, order, decree, law, regulation or arrangement to which Stockholder is a party or by
which Stockholder (or any of Stockholder’s assets) is bound, except for any such breach,
violation, conflict or default which, individually or in the aggregate, would not impair or
adversely affect Stockholder’s ability to perform Stockholder’s obligations under this Agreement
or render inaccurate any of the representations made by Stockholder herein.



               (d) Stockholder understands and acknowledges that Parent, Merger Sub and the Company are
entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this
Agreement and the representations and warranties of Stockholder contained herein.



          7. Termination. This Agreement shall terminate (a) upon the earlier of (i) the
Effective Time and (ii) the termination of the Merger Agreement, (b) at any time upon notice by
Parent to Stockholder or (iii) upon the amendment of the Merger Agreement without Stockholder’s
prior written consent (such date under (a), (b) or (c) hereof constituting the “Expiration Date.”)
No party hereto shall be relieved from any liability for breach of this Agreement by reason of any
termination of this Agreement.



          8. Confidentiality. Stockholder recognizes that successful consummation of the
transactions contemplated by the Merger Agreement may be dependent upon confidentiality with
respect to the matters referred to herein. In this connection, pending public disclosure thereof,
and so that Parent and the Company may rely on the safe harbor provisions of Rule 100(b)(2)(ii) of
Regulation FD, Stockholder hereby agrees not to disclose or discuss such matters with anyone not a
party to this Agreement (other than its counsel and advisors, if any) without the prior written
consent of Parent and the Company, except for disclosures Stockholder’s counsel advises are
necessary to fulfill any Legal Requirement, in which case Stockholder shall give notice of such
disclosure to Parent and the Company as promptly as practicable so as to enable Parent and the
Company to seek a protective order from a court of competent jurisdiction with respect thereto.
Stockholder’s obligations pursuant to this Section 8 shall terminate at the time of the first
public announcement by Parent or the Company of the existence of this Agreement.



          9. Miscellaneous Provisions.



          (a) Amendments, Modifications and Waivers. No amendment, modification or waiver in
respect of this Agreement shall be effective against any party unless it shall be in writing and
signed by Parent, the Company and Stockholder.



          (b) Entire Agreement. This Agreement constitutes the entire agreement among the
parties to this Agreement and supersedes all other prior agreements and understandings, both
written and oral, among or between any of the parties with respect to the subject matter hereof
and thereof.



          (c) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law thereof.



          (d) Consent to Jurisdiction; Venue. In any action or proceeding between any of the
parties arising out of or relating to this Agreement or any of the transactions contemplated by
this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to
the exclusive jurisdiction and venue of the state courts of the State of Delaware, and (ii) agrees
that all



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claims in respect of such action or proceeding may be heard and determined exclusively in
the state courts of the State of Delaware.




               (e) WAIVER OF JURY TRIAL. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING OUT OF
OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.



               (f) Assignment and Successors. This Agreement shall be binding upon, and shall be
enforceable by and inure solely to the benefit of, the parties hereto and their respective
successors and assigns, including, without limitation, Stockholder’s estate and heirs upon the
death of Stockholder; provided, however, that neither this Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned by any of the parties hereto
without prior written consent of the other parties hereto except that Parent, without obtaining
the consent of any other party hereto, shall be entitled to assign this Agreement or all or any of
its rights or obligations hereunder to any one or more of its Affiliates. No assignment by Parent
under this Section 9(f) shall relieve Parent of its obligations under this Agreement. Any
attempted assignment of this Agreement in violation of the foregoing shall be void and of no
effect.



               (g) No Third Party Rights. Nothing in this Agreement, express or implied, is
intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.



               (h) Cooperation. Stockholder agrees to cooperate fully with Parent and to execute
and deliver such further documents, certificates, agreements and instruments and to take such
other actions as may be reasonably requested by Parent to evidence or reflect the transactions
contemplated by this Agreement and to carry out the intent and purpose of this Agreement.
Stockholder hereby agrees that Parent and the Company may publish and disclose in the Proxy
Statement (including all documents and schedules filed with the SEC), Stockholder’s identity and
ownership of Shares and the nature of Stockholder’s commitments, arrangements and understandings
under this Agreement and may further file this Agreement as an exhibit to any filing made by
Parent or the Company with the SEC relating to the Proposed Transaction.



               (i) Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or
unenforceable.



               (j) Specific Performance; Injunctive Relief. The parties hereto acknowledge that
Parent and the Company will be irreparably damaged if any of the provisions of this Agreement are
not performed in accordance with their specific terms and that any breach of this Agreement by
Stockholder could not be adequately compensated in all cases by monetary damages alone.
Accordingly, in addition to any other right or remedy to which Parent or the Company may be
entitled, at law or in equity, it shall be entitled to seek to enforce any provision of this
Agreement by a decree of specific performance and temporary, preliminary and permanent injunctive
relief to prevent breaches or threatened breaches of any of the provisions of this Agreement,
without posting any bond or other undertaking.



               (k) Notices. All notices, Consents, waivers and other communications required or
permitted by this Agreement shall be in writing and shall be deemed given to a party when (i)
delivered to the appropriate address by hand or overnight courier service (cost prepaid); or (ii)
sent by facsimile



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with confirmation of transmission by the transmitting equipment confirmed with a
copy delivered as provided in clause (i), in each case to the parties at the following address or
facsimile (or to such other address or facsimile as a party may designate by notice to the other
parties): (i) if to Parent or the Company, to the address or facsimile provided in the Merger
Agreement, including to the persons designated therein to receive copies; and (ii) if to
Stockholder, to Stockholder’s address or facsimile shown below Stockholder’s signature on the last
page hereof.




               (l) Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same instrument,
and shall become effective when counterparts have been signed by each of the parties and delivered
to the other parties; it being understood that all parties need not sign the same counterpart.
The exchange of copies of this Agreement and of signatures pages by facsimile or electronic
transmission shall constitute effective execution and delivery of this Agreement as to the parties
and may be used in lieu of the original Agreement for all purposes. Signatures of the parties
transmitted by facsimile or electronic transmission shall be deemed to be their original
signatures for all purposes.



               (m) Headings. The headings contained in this Agreement are for convenience of
reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in
connection with the construction or interpretation of this Agreement.



               (n) Legal Representation. This Agreement was negotiated by the parties with the
benefit of legal representation and any rule of construction or interpretation otherwise requiring
this Agreement to be construed or interpreted against any party shall not apply to any
construction or interpretation thereof.



               (o) Pledge on Shares. Notwithstanding anything to the contrary set forth in this
Agreement, Parent and the Company agree and acknowledge that the Shares are subject to a security
interest for the benefit of certain lenders of the Stockholder which, among other things restricts
the Stockholder’s ability to create, grant or permit to exist (i) any security interest over, or
(ii) any restriction on the ability to transfer or realize, all or any part of the Shares.



[Signature page follows.]


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     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of
the date first above written.


	 	 	 	 	 	 	 	 	 
	PARENT:	 	STOCKHOLDER:	 	 
	 	 	 	 	 	 	 	 	 
	JDA SOFTWARE GROUP, INC.	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	Its:	 	 	 	 
	 	 	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Its:	 	 	 	Address:	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Shares Beneficially Owned by Stockholder:	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	                                      shares of Company Common Stock	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	                                      shares of Company Preferred Stock	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	                                      shares subject to Company Options	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	                                      shares subject to Company RSUs	 	 
	 	 	 	 	 	 	 	 	 
	COMPANY:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	I2 TECHNOLOGIES, INC.	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Its:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




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