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EXHIBIT 99.8
I2 TECHNOLOGIES, INC.
STOCK OPTION ASSUMPTION AGREEMENT
ASPECT DEVELOPMENT, INC.
1997 NONSTATUTORY STOCK OPTION PLAN
1992 STOCK OPTION PLAN
1996 OUTSIDE DIRECTORS STOCK OPTION PLAN
TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC. 1997 STOCK PLAN
CADIS, INC. 1991 STOCK OPTION PLAN
OPTIONEE: ((First_Name))((Last_Name)),
STOCK OPTION ASSUMPTION AGREEMENT effective as of the 9th day
of June, 2000.
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of Aspect
Development, Inc., a Delaware corporation ("Aspect"), which were granted to
Optionee under one or more of the following stock option plans (the "Plans"):
the Aspect Development, Inc. 1997 Nonstatutory Stock Option Plan, the Aspect
Development, Inc. 1992 Stock Option Plan, the Aspect Development, Inc. 1996
Outside Directors Stock Option Plan, the Transition Analysis Component
Technology, Inc. 1997 Stock Plan or the Cadis, Inc. 1991 Stock Option Plan.
WHEREAS, each of those options is evidenced by a Stock Option
Agreement (the "Option Agreement") issued to Optionee under the applicable Plan.
WHEREAS, effective as of June 9, 2000 (the "Effective Time")
Aspect has been acquired by i2 Technologies, Inc., a Delaware corporation ("i2")
through the merger of Aspect with and into i2 (the "Merger") pursuant to the
Agreement and Plan of Reorganization, by and between i2 and Aspect, dated March
12, 2000 (the "Merger Agreement").
WHEREAS, the provisions of the Merger Agreement require the
obligations of Aspect under each outstanding option under the Plans to be
assumed by i2 at the consummation of the Merger and the holder of each
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 .55 of a
share of i2 common stock ("i2 Stock") for each outstanding share of Aspect
common stock ("Aspect Stock").
WHEREAS, the purpose of this Agreement is to evidence the
assumption by i2 of the outstanding options held by Optionee at the Effective
Time and to reflect certain adjustments to those options which have become
necessary in connection with their assumption by i2 in the Merger.
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NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Aspect Stock subject to the options
held by Optionee immediately prior to the Effective Time (the "Aspect Options")
and the exercise price payable per share are set forth on the attached option
summaries. i2 hereby assumes, as of the Effective Time, all the duties and
obligations of Aspect under each of the Aspect Options. In connection with such
assumption, the number of shares of i2 Stock purchasable under each Aspect
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 Aspect Option hereby assumed shall be as specified for
that option on the attached option summaries, and the adjusted exercise price
payable per share of i2 Stock under the assumed Aspect Option shall also be as
indicated for that option on the attached option summaries.
2. The intent of the foregoing adjustments to each assumed
Aspect 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 not,
immediately after the consummation of the Merger, be greater than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the Aspect Stock subject to the Aspect 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 Aspect Option immediately prior
to the Merger.
3. Each Aspect Option shall continue to have a maximum term of
ten (10) years from the date of grant, subject to earlier termination (as
provided in the applicable Option Agreement) following Optionee's cessation of
service or employment.
4. The following provisions shall govern each Aspect Option
hereby assumed by i2:
(a) Unless the context otherwise requires, all
references in each Option Agreement and the applicable Plan
(to the extent incorporated into such Option Agreement) shall
be adjusted as follows: (i) all references to the "Company"
shall mean i2, (ii) all references to "Stock," "Common Stock"
or "Shares" shall mean shares of i2 Stock, (iii) all
references to the "Board" shall mean the Board of Directors of
i2 and (iv) all references to the "Committee" or "Plan
Administration" shall mean the Compensation Committee of the
i2 Board of Directors.
(b) Except as modified by this Agreement, the grant
date and the expiration date of each assumed Aspect Option and
all other provisions which govern either the exercise or the
termination of the assumed Aspect Option shall remain the same
as set forth in the Option Agreement applicable to that
option, and the provisions of the applicable Plan and the
Option Agreement shall accordingly govern and control
Optionee's rights under this Agreement to purchase i2 Stock
under the assumed Aspect Option.
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(c) Each Aspect Option assumed by i2 which was
originally designated as an Incentive Stock Option shall
remain Incentive Stock Option to the maximum extent allowed by
law.
(d) Each Aspect Option hereby assumed by i2 shall
continue to vest and become exercisable in accordance with the
same installment vesting schedule in effect for that option
under the applicable Option Agreement immediately prior to the
Effective Time.
(e) For purposes of applying any and all provisions
of the Option Agreement and the applicable Plan relating to
Optionee's status as an employee or a consultant of Aspect,
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 Agreement governing the termination
of the assumed Aspect Options upon Optionee's cessation of
service as an employee or a consultant of Aspect shall
hereafter be applied on the basis of Optionee's cessation of
employee or consultant status with i2 and its subsidiaries,
and each assumed Aspect Option shall accordingly terminate,
within the designated time period in effect under the Option
Agreement for that option, following such cessation of
employee or consultant status.
(f) The adjusted exercise price payable for the i2
Stock subject to each assumed Aspect 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 Aspect Stock prior to the Merger shall be
taken into account.
(g) In order to exercise each assumed Aspect 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:
1395 Charleston Road
Mountain View, CA 94303
Attention: Stock Administration
5. 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.
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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 9th day of June, 2000.
I2 TECHNOLOGIES, INC.
By:
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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 Aspect Options hereby assumed by i2 are as set
forth in the Option Agreement, the applicable Plans and such Stock Option
Assumption Agreement.
((FIRST_NAME)) ((LAST_NAME)), OPTIONEE
DATED: , 2000
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