Employment Agreement



 Exhibit 10.1 
  
 EMPLOYMENT AGREEMENT 
  
 This Employment Agreement (this “Agreement”) is made and entered into as of July 26, 2005, by and between i2 Technologies, Inc., a Delaware
corporation (the “Company”), and Michael J. Berry, an individual (the “Employee or CFO”). 
  
 RECITALS 
  
 WHEREAS, the Employee desires to be employed by the Company as Chief Financial Officer and the Company desires to employ the Employee as Chief Financial Officer, subject to the terms and conditions of this
Agreement; and 
  
 WHEREAS, the Company and the Employee
have determined that it is in their respective best interests to enter into this Agreement on the terms and conditions as set forth herein. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  
 1. EMPLOYMENT TERMS AND DUTIES 
  
 1.1 Employment. The Company shall employ the Employee and the Employee shall perform services for the Company hereunder, for the initial
period commencing August 22, 2005 (“Hire Date”) and ending, subject to earlier termination under Section 1.5 hereunder, on August 22, 2008, at which time the parties agree to be employed at the will of each party, unless otherwise
agreed to by the parties in writing. 
  
 1.2 Title and
Reporting Relationship. The Employee shall serve as Executive Vice President of Finance and Accounting and Chief Financial Officer (“CFO”) of the Company, and shall report to the Company’s President and CEO. This position has
a Section 16(b) officer designation. In the event that the Employee’s employment is terminated for Cause (as defined below), the Employee agrees to and shall be deemed to have resigned from the Company or its subsidiaries. 
  
 1.3 Duties. The Employee shall perform all reasonable duties
assigned by the Company’s CEO. Unless otherwise agreed upon by the Company, during his employment hereunder, the Employee shall devote his full working time and best efforts to the performance of his duties to the Company and shall not be
otherwise employed. The Employee shall use his best efforts in the performance of his duties and the furtherance of the interests of the Company. Company and the Employee agree that Employee’s principal location of employment with the Company
shall be at the Company’s headquarters in Dallas, Texas. Employee shall relocate to Dallas, TX within twelve (12) months from Employee’s Hire Date in accordance with the terms and benefits defined in Section 1.4.7. The Employee
understands and agrees that his employment with the Company will require travel and overnight stays (“Travel Assignments”). 
  
 1.4 Compensation and Benefits. 
  
 1.4.1 Cash Compensation. In consideration of the services rendered to the Company hereunder by the Employee and the Employee’s
covenants hereunder, including but not limited to, his covenants under Sections 2, 3, and 5 below, the Company shall during the initial period pay the 
  


					
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 Employee a salary equivalent to $325,000 USD per annum (the “Base Salary”), paid on a semi-monthly basis. The
Base Salary shall be payable in accordance with the normal payroll practices of the Company then in effect. The Employee shall also be entitled, during the initial period, to an incentive payment of up to 50% of the Base Salary (the
“Bonus”). At the sole discretion of the Company’s CEO and Board of Directors, Employee may be eligible for an increase in cash compensation during the initial period. Bonus payments will be paid in accordance with the normal practices
of the Company then in effect, including the applicable bonus processing schedule and assessment of Company, Business Unit and Employee performance and ability to meet objectives established with the President and CEO. The Base Salary, Bonus and all
other forms of compensation paid to the Employee hereunder shall be subject to all applicable taxes required to be withheld by the Company pursuant to federal, state or local law. The Employee shall be solely responsible for income or other taxes
imposed on the Employee by reasons of any cash or non-cash compensation and benefits provided by this Agreement. 
  
 1.4.2 Benefits Package. Employee shall be eligible to receive such employee benefits as may be in effect from time to time as are afforded
to other employees of the Company. 
  
 1.4.3
Equity. On Employee’s Hire Date (“Grant Date”), in accordance with the Company’s 1995 Stock Option/Stock Issuance Plan and subject to the approval of the Compensation Committee, the Employee will be granted (i)
15,000 shares of the Company’s Share Right Awards (the “Restricted Shares”), and (ii) an option to purchase 75,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the common stock on
the Grant Date (the “Options”). The Restricted Shares shall vest in accordance with the following schedule: 33.3% one year from the vesting commencement date, 33.3% two years from the vesting commencement date and 33.4% three years from
the vesting commencement date unless Employee is terminated without cause as defined in Section 1.5.4, in which case the accelerated vesting clause shall apply to the Restricted Shares. The Options shall vest in accordance with the following
schedule: 1% shall vest immediately; 24% shall vest one year from the vesting commencement date; the remaining shall vest in 36 equal monthly installments thereafter. The vesting commencement date for all approved Restricted Shares and Options will
be the Hire Date. The remaining terms and conditions of the option grants and the Restricted Shares shall be as set forth in the form Stock Option Agreement and the Restricted Stock Agreement document attached hereto. The Employee may be entitled to
participate in the Company’s stock option plan or other equity compensation plan at the discretion of and upon terms and conditions agreed upon by the Compensation Committee of the Board of Directors. 
  
 1.4.4 Vacation. The Employee shall be entitled to vacation
each fiscal year in accordance with the vacation policies of the Company in effect for employees of the Company. 
  
 1.4.5 Expenses. Any travel to and from customer sites or other travel required in conjunction with this employment shall be conducted in
accordance with i2’s Travel Policy. The Company shall, upon receipt from the Employee of signed and itemized lists of expenditures with supporting receipts to the extent required by applicable income tax regulations and the Company’s
reimbursement policies, reimburse the Employee for all out-of-pocket business expenses reasonably incurred by the Employee in connection with his employment hereunder. 
  
 1.4.6 Change of Control. In the event of a Corporate Transaction (as defined in both the i2 1995 Stock
Option/Stock Issuance Plan and the 2001 Non-Officer Stock Option/Stock Issuance Plan, collectively, the “Plans”) whereby i2 is acquired during Employee’s employment, all unvested Restricted Shares and options granted to Employee by
the Company on or after Employee’s Hire Date will be immediately accelerated and become exercisable. 
  


					
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 1.4.7 Relocation Terms and Benefits. The Company will pay relocation expenses in
accordance with the i2 Technologies US, Inc. Homeowner’s Relocation Policy unless otherwise defined within this Section 1.4.7. The relocation must occur within twelve (12) months from the Hire Date, therefore the Employee
agrees to make best efforts to work with the Company’s Relocation Services Provider to list, market and sell his home as soon as possible. In the event that Employee’s home does not sell within nine (9) months from the initial listing
date, the Company will agree to either extend the relocation completion deadline or make a full buyout offer, provided all IRS requirements can be met. Should the Company choose to do the full buyout, Employee agrees that such a buyout would be
based on the average between two independent relocation appraisals (three if the two appraisals are more than 5% apart.) In the meantime, Company will pay for travel to and from Dallas and a standard furnished corporate apartment through the
Company’s Relocation Provider for up to twelve months from the Employee’s Hire Date, or until the relocation is completed, whichever is earlier. By signing this Agreement, Employee acknowledges having read, understood and agreed to abide
by the guidelines set forth in the i2 Technologies US, Inc. Homeowner’s Relocation Policy with the exception of any different terms defined within this Section 1.4.7. In the event that the Employee voluntarily terminates
employment prior to completing two full years of employment with the Company, Employee agrees to reimburse the Company for 100% of the total amount of the relocation expenses incurred. Further, if Employee voluntarily terminates employment after
completing two full years of employment with the Company, but prior to completing three full years of employment with the Company, Employee must reimburse to the Company 50% of the total amount of the relocation expenses incurred. Unless other
payment arrangements are made to reimburse i2 in a timeframe agreeable to the Company, Employee authorizes the Company to deduct any monies due to the Company from Employee’s pay or other monies due to the Employee. 
  
 1.5 Termination. The Employee’s employment and this
Agreement (except as otherwise provided hereunder) shall terminate upon the occurrence of any of the following, at the time set forth therefore (the “Termination Date”): 
  
 1.5.1 Death or Disability. Immediately upon the death of the Employee or the determination by the relevant
insurance company or management agency that the Employee is eligible to receive benefits under Company’s disability insurance offered to Company’s employees, due to a mental or physical illness or incapacity (“Disability”)
(termination pursuant to this Section 1.5.1 being referred to herein as termination for “Death or Disability”). 
  
 1.5.2 Voluntary Termination. Employee may terminate employment with a minimum of 90 days notice. Termination pursuant to this Section
1.5.2 is being referred to herein as “Voluntary” termination). 
  
 1.5.3 Termination For Cause. Immediately following notice of termination for “Cause” (as defined below), specifying such Cause, given by the Company (termination pursuant to this Section
1.5.3 being referred to herein as termination for “Cause”). For purposes of this Agreement, the term “Cause” means (i) the Employee’s conviction or plea of “guilty” or “no contest” to any crime
constituting a felony in the jurisdiction in which committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that injures the Company (or any parent or
subsidiary) (whether or not a felony); (ii) the commission of any act of fraud, embezzlement by the Employee or any dishonesty in the course of performing Employee’s duties with the Company; (iii) the Employee’s substance abuse that in any
manner interferes with the performance of the Employee’s duties; (iv) the Employee’s failure or refusal to perform the duties at all or in an acceptable manner, or to follow the lawful and proper directives of the 
  


					
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 CEO and Board of Directors of the Company which are within the scope of the Employee’s duties set forth in
Section 1.3 above and which is not corrected within a reasonable period after written notice to the Employee identifying such failure or refusal; (v) any breach of the Employee’s obligations under Section 2, Section 3, or Section 5
below; (vi) the breach of the Company’s Code of Business Conduct and Ethics or the Company’s Employee/Manager’s Handbook or Company Policies (vii) misconduct by the Employee that discredits or damages the Company (or any parent or
subsidiary); (viii) the Employee’s chronic absence from work for reasons other than medically validated illness; or (ix) any other intentional misconduct by the Employee adversely affecting the business or affairs of the Company (or any parent
or subsidiary) in a material manner. 
  
 1.5.4 Termination
Without Cause. Employee may be terminated immediately by the Company without cause. If Employee is terminated without cause during the initial term, Employee will receive a severance payment of twelve (12) months of base salary and on-target
bonus potential and Company-paid COBRA Benefits in consideration for a Release and Waiver of Claims (in a form acceptable to i2) against i2 and any successor company assuming this Agreement (“Release”). If Employee is terminated without
cause within thirty six months from Employee’s Hire Date, the Company will reimburse Employee for relocation expenses up to a maximum of $100,000 in year one, $75,000 in year two, $50,000 in year 3, provided the following requirements are met:
(i) Employee must certify that expenses have not or will not be reimbursed by another entity; (ii) all relocation expenses comply with the i2 Technologies US, Inc. Homeowner’s Relocation Policy; and (iii) Employee elects to
relocate from Dallas, Texas residence and initiates the move within 60 days from Employee’s termination date with the Company and completes the move within 30 days following the initiation of the move. If Employee is terminated without cause
during the initial period, any unvested Restricted Shares awarded upon on Employee’s Hire Date shall vest upon termination.  
  
 1.5.5 Other Remedies. Termination pursuant to Section 1.5.3. above shall be in addition to and without prejudice to any other right
or remedy to which the Company may be entitled at law, in equity, or under this Agreement. 
  
 1.6 Severance and Termination. Voluntary Termination, Termination for Cause, Termination for Death or Disability. In the case of a termination of the Employee’s employment hereunder for Death or
Disability in accordance with Section 1.5.1 above, or the Employee’s Voluntary termination of employment hereunder in accordance with Section 1.5.2 above, or a termination of the Employee’s employment hereunder for Cause in
accordance with Section 1.5.3 above, (i) the Employee shall not be entitled to receive payment of, and the Company shall have no obligation to pay, any severance or similar compensation attributable to such termination, other than Base Salary
earned but unpaid as of the termination date, and payment related to accrued but unused vacation, and (ii) the Company’s obligations under this Agreement shall immediately cease. 
  
 1.6.1 Termination Without Cause. In the case of a termination of the Employee’s employment within the
Employee’s employment term, hereunder Without Cause in accordance with Section 1.5.4, the Company shall give Employee 14 days notice or pay the Employee compensation equivalent to 14 days of base salary in lieu of such notice. Should the
termination of the Employee’s employment be deemed to be covered by the Worker Adjustment, Retraining and Notification Act or any comparable state or country statute or regulation, the severance benefits above shall be considered to be payments
required by that Act, statute or regulation. Accordingly, any payments under this Agreement shall be reduced dollar-for-dollar by payments required pursuant to such Act, statute or regulation, and all other benefits otherwise provided by this
Agreement will be offset by benefits required pursuant to such Act, statute or regulation. 
  


					
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 1.6.2 The Company’s obligation to pay and the Employee’s right to receive the pay in lieu of
notice hereunder shall be contingent on the Employee executing a general release in form and substance satisfactory to the Company and shall cease in the event of the Employee’s breach of his obligations under Section 2, Section
3, or Section 5 below. It is expressly acknowledged that the provisions of this Section 1.6.2 have the effect, in some or all cases of termination of the Employee’s employment, of eliminating or reducing compensation (salary,
bonuses, and/or benefits) which would have been paid or available had the Employee’s employment not been terminated. 
  
 2. CONFIDENTIAL INFORMATION - NON-DISCLOSURE 
  
 The Employee understands that the Company possesses Proprietary Information. An Employee Proprietary Information Agreement
(“EPIA”), as attached hereto, shall be agreed to and executed in conjunction with this Agreement. The Employee agrees that, during and after the Employment Term, the Employee shall not at any time make any statement or representation,
written or oral, which the Employee knows or should know will, or which the Employee knows or should know is reasonably likely to, impair, bring into disrepute, or adversely affect in any way the reputation, good will, business, customer or supplier
relationships, or public relations of the Company, any affiliate, any successor, and/or any person or entity which the Employee knows or should know is one of the following: (i) a member of the Board of the Company, any affiliate and/or any
subsidiary, (ii) any employee of the Company, or any affiliate and/or any subsidiary of the Company, (iii) a person or entity who has or has had a legal or beneficial ownership interest in the Company, any subsidiary and or any affiliate (an
“Owner”), and/or (iv) an owner, employee, director, partner, representative of, and/or adviser to, any such Owner. 
  
 3. NON-COMPETITION AND NON-INTERFERENCE 
  
 The Employee agrees that during the term of his or her employment and for a period of twelve (12) months from the date his employment with the Company
terminates, for whatever reason: 
  
 (i) The Employee shall not
provide any services (whether as an employee, agent, consultant, advisor, or independent contractor or in any other capacity, directly or indirectly) to any competitor in a position that has substantially the same functions and/or responsibilities
as the position occupied by the Employee at the time of the Employee’s cessation of service. Nor shall the Employee provide any services (whether as an employee, agent, consultant, advisor, or independent contractor or in any other capacity,
directly or indirectly) to any competitor in a capacity in which the Employee would be in a position to use or disclose the Company’s confidential information (whether for the benefit of the Employee or the competitor, or to the detriment of
the Company). For the purposes of this covenant a competitor shall mean any corporation, partnership, or other entity that (i) is doing business in the geographic region in which the Employee was employed by the Company and (ii) is engaged in a
business or has one or more product lines competitive with the Company. 
  
 (ii) The Employee shall not request, advise or suggest to any customer of the Company, nor shall the Employee directly or indirectly assist any other person or entity to request, advise, or suggest to any customer of the Company, that the
customer curtail, cancel or withdraw its business from the Company or that the customer not expand its relationship with the Company. 
  
 (iii) The Employee shall not directly or indirectly solicit or accept the business of any customer or prospect of the Company with whom the Employee (i)
had contact during the Employee’s last twelve (12) months of employment with the Company, or (ii) had access to the Company’s confidential information with respect to the customer or prospect during the last twelve (12) months of
employment with the Company. 
  


					
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 (iv) The Employee shall not induce or solicit any employee of the Company to leave the employ of the
Company. 
  
 If any restriction set forth in this section is held
by any court of competent jurisdiction to be unenforceable, then the Employee agrees, and hereby submits, to the reduction and limitation of such restriction to such geographic area, range of activities or period as may be enforceable. 

 
 4. INJUNCTIVE RELIEF AND ADDITIONAL REMEDY

  
 The Employee acknowledges and agrees that any breach of the
terms of Sections 2 or 3 above would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Employee therefore also acknowledges and agrees that in the event of such
breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Employee and/or any and all persons and/or entities acting
for and/or with the Employee, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other
available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. The Employee agrees to appear before and to submit exclusively to the jurisdiction of the state and federal courts
located within the State of Texas with respect to any controversy, dispute or claim arising out of or relating to this Agreement. 
  
 5. REPRESENTATIONS AND WARRANTIES BY THE EMPLOYEE 
  
 The Employee represents and warrants to the Company that (i) the Employee is not bound by or subject to any contractual or
other obligation that would be violated by his execution or performance of this Agreement, including, but not limited to, any non-competition agreement presently in effect, and (ii) the Employee is not subject to any pending or, to the
Employee’s knowledge, threatened claim, action, judgment, order or investigation that could adversely affect his ability to perform his obligations under this Agreement or the business reputation of the Company. 
  
 6. EFFECTIVENESS AND SURVIVAL OF CERTAIN RIGHTS AND OBLIGATIONS

  
 Sections 2, 3, and 5 above shall survive
any termination of this Agreement or the Employment Term and continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee in Sections 2, 3, and 5. The existence of any
claim or cause of action by the Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of Sections 2 and 3
above. 
  
 7. MISCELLANEOUS

  
 7.1 Notices. All notices, requests and other
communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission with answer back confirmation or mailed (postage prepaid by certified or

  


					
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 registered mail, return receipt requested) or by overnight courier to the parties at the following addresses or facsimile
numbers: 
  
 If to the Employee, to: 
  

	
	 __________________________________
  

	 __________________________________
  

	 __________________________________


  
 If to the Company, to:

  
 General Counsel 
 i2 Technologies, Inc. 
 11701 Luna Road

 Dallas Irving, Texas 75039 
 Facsimile No: (469-357-6566) 
  
 All such notices, requests and other
communications will (i) if delivered personally to the address as provided in this Section 7.1, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section 7.1, be
deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section 7.1, be deemed given upon receipt (in each case regardless of whether such notice, request or other
communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). Any party from time to time may change its address, facsimile number or other information for
the purpose of notices to that party by giving written notice specifying such change to the other parties hereto. 
  
 7.2 Entire Agreement. Except for any rights or obligations of the Employee or Company set forth in this Agreement, The Employee Proprietary
Agreement, the i2 Stock Option Agreement, the Share Right Award Agreement, i2’s Code of Business Conduct and Ethics, this Agreement supersedes all prior discussions and agreements among the parties with respect to the subject matter hereof and
contain the sole and entire agreement between the parties hereto with respect thereto. 
  
 7.3 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written
instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party hereto of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same
or any other term or condition of this Agreement on any future occasion. Unless otherwise noted in the Agreement, all remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative. 
  
 7.4 Amendment. This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of each party hereto. 
  
 7.5 No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and the Company’s successors or assigns, and it is not the
intention of the parties to confer third-party beneficiary rights upon any other Person. 
  


					
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 7.6 No Assignment; Binding Effect. This Agreement shall inure to the benefit of any
successors or assigns of the Company. If this Employment Agreement is assigned, the parties hereto agree that the liabilities and obligations under this Employment Agreement, if any, shall not be discharged, unless the Employee and the Company agree
in writing. Otherwise, the Employee shall not be entitled to assign his obligations or benefits under this Agreement. 
  
 7.7 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the
provisions hereof. 
  
 7.8 Severability. The Company
and the Employee intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, if a court of competent jurisdiction determines that the scope and/or operation of any provision of this Agreement is too
broad to be enforced as written, the Company and the Employee intend that the court should reform such provision to such narrower scope and/or operation as it determines to be enforceable. If, however, any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (i) such provision shall be fully severable, (ii) this Agreement shall be construed and enforced as if such provision was never a part of this
Agreement, and (iii) the remaining provisions of this Agreement shall remain in fill force and effect and shall not be affected by illegal, invalid, or unenforceable provisions or by their severance. 
  
 7.9 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas applicable to contracts executed and performed in such State without giving effect to conflicts of laws principles. 
  
 7.10 Counterparts. This Agreement may be executed in any number of counterparts and by facsimile, each of
which will be deemed an original, but all of which together will constitute one and the same instrument. 
  
 7.11 Disclosure. By execution of this Agreement, the Employee confirms that he has resigned as an officer and employee of Reynold and
Reynolds Company as of the Hire Date and affirms that there is no other employment, board engagements, partnership, ownership, consulting engagements, association, etc. except those disclosed and agreed to in writing by the Company. 
  
 7.12 Arbitration. 
  
 7.12.1 The parties hereto agree that any dispute, controversy or claim
arising out of, relating to, or in connection with this Agreement (including, without limitation, any claim regarding or related to the interpretation, scope, effect, enforcement, termination, extension, breach, legality, remedies and other aspects
of this Agreement or the conduct and communications of the parties regarding this Agreement and the subject matter of this Agreement) shall be settled by arbitration at the offices of American Arbitration Association, or its successor organization
for binding arbitration in Dallas, Texas, in accordance with the United States Arbitration Act (9 U.S.C. §1 et.seq.) and the rules then in place of the American Arbitration Association. The arbitrators may grant injunctions or other relief in
such dispute or controversy. All awards of the arbitrators shall be binding and non-appealable. Judgment upon award of the arbitrators may be entered in any court having jurisdiction. The arbitrator shall apply the law of the State of Texas to the
merits of any dispute or claims, without reference to the rules of conflicts of law applicable therein. Suits to compel or enjoin arbitration or to determine the applicability or legality of arbitration shall be brought in the United States District
Courts for Northern District of Texas, or if that court lacks jurisdiction, in a state court located within the geographic 
  


					
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 boundaries thereof. Notwithstanding the foregoing, no party to this Agreement shall be precluded from applying to a
proper court for injunctive relief by reason of the prior or subsequent commencement of an arbitration proceeding as herein provided. 
  
 7.12.2 The Employee has read and understands this Section 7 which discusses arbitration. The Employee understands that by signing this Agreement,
the Employee agrees to submit any claims arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach or termination thereof, or his employment or the termination thereof, to
binding arbitration, and that this arbitration provision constitutes a waiver of the Employee’s right to a jury trial and relates to the resolution of all disputes relating to all aspects of the employer/employee relationship, including but not
limited to the following: 
  
 7.12.2.1 Any and all claims for
wrongful discharge of employment, breach of contract, both express and implied; breach of the covenant of good faith and fair dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional
misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; 
  
 7.12.2.2 Any and all claims for violation of any federal, state or municipal statute, including, without limitation, Title VII of the Civil Rights Act of
1964, as amended, the Civil Rights Act of 1991, the Equal Pay Act, the Employee Retirement Income Security Act, as amended, the Age Discrimination Employment Act of 1967, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act
of 1993 and the Fair Labor Standards Act; and 
  
 7.12.2.3 Any
and all claims arising out of any other federal, state or local laws or regulations relating to employment or employment discrimination. 
  
 [SIGNATURE PAGE TO FOLLOW] 
  


					
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first
written above 
  

			
	“COMPANY”
	
	 i2 TECHNOLOGIES, INC.

	 a Delaware corporation

		
	 By:
	 	 /s/ Michael E. McGrath


	 Name:
	 	 Michael E. McGrath

	 Title:
	 	 Chief Executive Officer and President

	
	 “EMPLOYEE”

	
	 /s/ Michael J. Berry


	 Michael J. Berry

	
	 7/26/05



  


					
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