<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000
REGISTRATION NO. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
i2 TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2294945
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
ONE i2 PLACE
11701 LUNA ROAD
DALLAS, TEXAS 75234
(Address of principal executive offices) (Zip Code)
---------------
SUPPLYBASE, INC. 1999 STOCK PLAN
OPTION GRANT TO YUJI HIGAKI PURSUANT TO EMPLOYMENT OFFER LETTER
(Full title of the Plans)
---------------
WILLIAM M. BEECHER
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
i2 TECHNOLOGIES, INC.
ONE i2 PLACE
11701 LUNA ROAD
DALLAS, TEXAS 75234
(469) 357-1000
(Name, address including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) per Share(2) Offering Price(2) Registration Fee
------------------- -------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
1) SupplyBase, Inc. 1999 Stock Plan
Common Stock, $0.00025 par value 7,521 shares $1.38 $10,378.98 $2.74
2) Option Grant to Yuji Higaki Pursuant
to Employment Offer Letter Common
Stock, $0.00025 par value 1,635 shares $31.64 $51,731.40 $13.66
==================================================================================================================================
Aggregate Registration Fee $16.40
==================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the SupplyBase, Inc. 1999
Stock Plan and/or the Option Grant Pursuant to Employment Offer Letter
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of the
Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the weighted
average exercise price of the outstanding options.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
i2 Technologies, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed with the SEC on March 22,
2000, pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");
(b) The Registrant's Current Reports on Form 8-K dated January 19,
2000, March 13, 2000, March 27, 2000 and April 18, 2000, filed
with the SEC on January 21, 2000, March 14, 2000 (as amended
on March 17, 2000), April 11, 2000 and April 19, 2000,
respectively; and
(c) The Registrant's Registration Statement No. 00-28030 on Form
8-A filed with the SEC on March 20, 1996 pursuant to Section
12 of the 1934 Act, in which there is described the terms,
rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense
II-1
<PAGE> 3
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful on the merits or otherwise in
the defense of any such action, suit or proceeding referred to in subsections
(a) and (b) of Section 145 or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that the
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights which the indemnified party may be entitled; that indemnification
provided by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the DGCL or the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of the director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article Eleventh of the Registrant's Restated Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL as the
same exists or as it may hereafter be amended, no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director.
Section 6.1 of the Registrant's Amended and Restated Bylaws further
provides that the Registrant shall, to the maximum extent and in the manner
permitted by the DGCL, indemnify each of its directors and officers against
expenses (including attorneys' fees), judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an agent of the
Registrant.
The Registrant has entered into indemnification agreements with each of
its directors and executive officers.
The Registrant maintains officers' and directors' liability insurance.
Item 7. Exemption from Registration Claimed
Not Applicable.
II-2
<PAGE> 4
Item 8. Exhibits
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 00-28030 on
Form 8-A which is incorporated herein by reference pursuant to
Item 3(c).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 SupplyBase, Inc. 1999 Stock Plan.
99.2 Form of Option Assumption Agreement.
99.3 Form of Notice of Stock Option Grant-Higaki.
99.4 Form of Stock Option Agreement-Higaki.
99.5 Employment Offer Letter-Higaki.
99.6 Form of Option Assumption Agreement-Option Grant.
</TABLE>
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 Act (the "1933 Act"), (ii) to reflect in
the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement; (2) that
for the purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
SupplyBase, Inc. 1999 Stock Plan and/or the Option Grant pursuant to Employment
Offer Letter.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas on this 5th day of May
2000.
i2 TECHNOLOGIES, INC.
By: /s/ WILLIAM M. BEECHER
-----------------------------------------
William M. Beecher
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of i2 Technologies, Inc., a
Delaware corporation, do hereby constitute and appoint Sanjiv S. Sidhu and
William M. Beecher and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ SANJIV S. SIDHU Chairman of the Board and Chief Executive Officer
- --------------------------------------- (principal executive officer) May 5, 2000
Sanjiv S. Sidhu
/s/ WILLIAM M. BEECHER Executive Vice President and Chief Financial
- --------------------------------------- Officer (principal financial officer) May 5, 2000
William M. Beecher
/s/ NANCY F. BRIGHAM Controller (principal accounting officer) May 5, 2000
- ---------------------------------------
Nancy F. Brigham
/s/ SANDEEP R. TUNGARE Director May 5, 2000
- ---------------------------------------
Sandeep R. Tungare
/s/ HARVEY B. CASH Director May 5, 2000
- ---------------------------------------
Harvey B. Cash
/s/ THOMAS J. MEREDITH Director May 5, 2000
- ---------------------------------------
Thomas J. Meredith
</TABLE>
II-4
<PAGE> 6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
i2 TECHNOLOGIES, INC.
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 00-28030 on
Form 8-A which is incorporated herein by reference pursuant to
Item 3(c).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 SupplyBase, Inc. 1999 Stock Plan.
99.2 Form of Option Assumption Agreement.
99.3 Form of Notice of Stock Option Grant-Higaki.
99.4 Form of Stock Option Agreement-Higaki.
99.5 Employment Offer Letter-Higaki.
99.6 Form of Option Assumption Agreement-Option Grant.
</TABLE>
<PAGE> 1
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
May 5, 2000
i2 Technologies, Inc.
One i2 Place
11701 Luna Road
Dallas, Texas 75234
Re: i2 Technologies, Inc.-Registration Statement for Offering of
9,156 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to i2 Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
an aggregate of 9,156 shares of common stock (the "Shares") under (i) the
SupplyBase, Inc. 1999 Stock Plan (the "Plan") and related stock options
thereunder, and (ii) the Option Granted to Yuji Higaki Pursuant to Employment
Offer Letter (the "Option Grant").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the assumption of the Plan
and the options outstanding thereunder, and the Option Grant. Based on such
review, we are of the opinion that if, as and when the Shares are issued and
sold (and the consideration therefore received) pursuant to the provisions of
option agreements duly authorized under the Plan or the Option Grant, and in
accordance with the Registration Statement, such Shares will be duly authorized,
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan, the Option Grant or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
Consent of Arthur Andersen, Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 14, 2000, (except with respect to the matters discussed in the second
paragraph of Note 8 and Note 13, as to which the dates are February 17, 2000,
and March 12, 2000, respectively) included in the i2 Technologies, Inc. Form
10-K for the year ended December 31, 1999, and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
May 4, 2000
<PAGE> 1
EXHIBIT 99.1
SUPPLYBASE, INC. 1999 STOCK PLAN
<PAGE> 2
EXHIBIT 99.1
SUPPLYBASE, INC.
1999 STOCK PLAN
ADOPTED ON MAY 10, 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C> <C>
SECTION 1. ESTABLISHMENT AND PURPOSE.............................................................................1
SECTION 2. ADMINISTRATION........................................................................................1
(a) Committees of the Board of Directors......................................................................1
(b) Authority of the Board of Directors.......................................................................1
SECTION 3. ELIGIBILITY...........................................................................................1
(a) General Rule..............................................................................................1
(b) Ten-Percent Stockholders..................................................................................1
SECTION 4. STOCK SUBJECT TO PLAN.................................................................................2
(a) Basic Limitation..........................................................................................2
(b) Additional Shares.........................................................................................2
SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES...............................................................2
(a) Stock Purchase Agreement..................................................................................2
(b) Duration of Offers and Nontransferability of Rights.......................................................2
(c) Purchase Price............................................................................................2
(d) Withholding Taxes.........................................................................................2
(e) Restrictions on Transfer of Shares and Minimum Vesting....................................................3
(f) Accelerated Vesting.......................................................................................3
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.......................................................................3
(a) Stock Option Agreement....................................................................................3
(b) Number of Shares..........................................................................................3
(c) Exercise Price............................................................................................3
(d) Withholding Taxes.........................................................................................3
(e) Exercisability............................................................................................4
(f) Accelerated Exercisability................................................................................4
(g) Basic Term................................................................................................4
(h) Nontransferability........................................................................................4
(i) Termination of Service (Except by Death)..................................................................4
(j) Leaves of Absence.........................................................................................5
(k) Death of Optionee.........................................................................................5
(l) No Rights as a Stockholder................................................................................5
(m) Modification, Extension and Assumption of Options.........................................................5
(n) Restrictions on Transfer of Shares and Minimum Vesting....................................................5
(o) Accelerated Vesting.......................................................................................6
</TABLE>
i
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<TABLE>
<S> <C> <C>
SECTION 7. PAYMENT FOR SHARES....................................................................................6
(a) General Rule..............................................................................................6
(b) Surrender of Stock........................................................................................6
(c) Services Rendered.........................................................................................6
(d) Promissory Note...........................................................................................6
(e) Exercise/Sale.............................................................................................7
(f) Exercise/Pledge...........................................................................................7
SECTION 8. ADJUSTMENT OF SHARES..................................................................................7
(a) General...................................................................................................7
(b) Mergers and Consolidations................................................................................7
(c) Reservation of Rights.....................................................................................8
SECTION 9. SECURITIES LAWS REQUIREMENTS..........................................................................8
(a) General...................................................................................................8
(b) Financial Reports.........................................................................................8
SECTION 10. NO RETENTION RIGHTS..................................................................................8
SECTION 11. DURATION AND AMENDMENTS..............................................................................8
(a) Term of the Plan..........................................................................................8
(b) Right to Amend or Terminate the Plan......................................................................9
(c) Effect of Amendment or Termination........................................................................9
SECTION 12. DEFINITIONS..........................................................................................9
</TABLE>
ii
<PAGE> 5
SUPPLYBASE, INC. 1999 STOCK PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE.
The purpose of the Plan is to offer selected individuals an opportunity
to acquire a proprietary interest in the success of the Company, or to increase
such interest, by purchasing Shares of the Company's Stock. The Plan provides
both for the direct award or sale of Shares and for the grant of Options to
purchase Shares. Options granted under the Plan may include Nonstatutory Options
as well as ISOs intended to qualify under Section 422 of the Code.
Capitalized terms are defined in Section 12.
SECTION 2. ADMINISTRATION.
(a) COMMITTEES OF THE BOARD OF DIRECTORS. The Plan may be administered
by one or more Committees. Each Committee shall consist of one or more members
of the Board of Directors who have been appointed by the Board of Directors.
Each Committee shall have such authority and be responsible for such functions
as the Board of Directors has assigned to it. If no Committee has been
appointed, the entire Board of Directors shall administer the Plan. Any
reference to the Board of Directors in the Plan shall be construed as a
reference to the Committee (if any) to whom the Board of Directors has assigned
a particular function.
(b) AUTHORITY OF THE BOARD OF DIRECTORS. Subject to the provisions of
the Plan, the Board of Directors shall have full authority and discretion to
take any actions it deems necessary or advisable for the administration of the
Plan. All decisions, interpretations and other actions of the Board of Directors
shall be final and binding on all Purchasers, all Optionees and all persons
deriving their rights from a Purchaser or Optionee.
SECTION 3. ELIGIBILITY.
(a) GENERAL RULE. Only Employees, Outside Directors and Consultants
shall be eligible for the grant of Options or the direct award or sale of
Shares. Only Employees shall be eligible for the grant of ISOs.
(b) TEN-PERCENT STOCKHOLDERS. An individual who owns more than 10% of
the total combined voting power of all classes of outstanding stock of the
Company, its Parent or any of its Subsidiaries shall not be eligible for
designation as an Optionee or Purchaser unless (i) the Exercise Price is at
least 110% of the Fair Market Value of a Share on the date of grant, (ii) the
Purchase Price (if any) is at least 100% of the Fair Market Value of a Share and
(iii) in the case of an ISO, such ISO by its terms is not exercisable after the
expiration of five years from the date of grant. For purposes of this Subsection
(b), in determining stock ownership, the attribution rules of Section 424(d) of
the Code shall be applied.
<PAGE> 6
SECTION 4. STOCK SUBJECT TO PLAN.
(a) BASIC LIMITATION. Shares offered under the Plan may be authorized
but unissued Shares or treasury Shares. The aggregate number of Shares that may
be issued under the Plan (upon exercise of Options or other rights to acquire
Shares) shall not exceed 1,713,289 Shares, subject to adjustment pursuant to
Section 8. The number of Shares that are subject to Options or other rights
outstanding at any time under the Plan shall not exceed the number of Shares
that then remain available for issuance under the Plan. The Company, during the
term of the Plan, shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan.
(b) ADDITIONAL SHARES. In the event that any outstanding Option
(including any option incorporated from the Predecessor Plan) or other right for
any reason expires or is canceled or otherwise terminated, the Shares allocable
to the unexercised portion of such Option or other right shall again be
available for the purposes of the Plan. In the event that Shares issued under
the Plan (including shares issued upon exercise of options incorporated from the
Predecessor Plan) are reacquired by the Company pursuant to any forfeiture
provision, right of repurchase or right of first refusal, such Shares shall
again be available for the purposes of the Plan, except that the aggregate
number of Shares which may be issued upon the exercise of ISOs shall in no event
exceed 1,713,289 Shares (subject to adjustment pursuant to Section 8).
SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.
(a) STOCK PURCHASE AGREEMENT. Each award or sale of Shares under the
Plan (other than upon exercise of an Option) shall be evidenced by a Stock
Purchase Agreement between the Purchaser and the Company. Such award or sale
shall be subject to all applicable terms and conditions of the Plan and may be
subject to any other terms and conditions which are not inconsistent with the
Plan and which the Board of Directors deems appropriate for inclusion in a Stock
Purchase Agreement. The provisions of the various Stock Purchase Agreements
entered into under the Plan need not be identical.
(b) DURATION OF OFFERS AND NONTRANSFERABILITY OF RIGHTS. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Purchaser within 30 days after the grant of such right
was communicated to the Purchaser by the Company. Such right shall not be
transferable and shall be exercisable only by the Purchaser to whom such right
was granted.
(c) PURCHASE PRICE. The Purchase Price of Shares to be offered under
the Plan shall not be less than 85% of the Fair Market Value of such Shares, and
a higher percentage may be required by Section 3(b). Subject to the preceding
sentence, the Purchase Price shall be determined by the Board of Directors at
its sole discretion. The Purchase Price shall be payable in a form described in
Section 7.
(d) WITHHOLDING TAXES. As a condition to the purchase of Shares, the
Purchaser shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such purchase.
2
<PAGE> 7
(e) RESTRICTIONS ON TRANSFER OF SHARES AND MINIMUM VESTING. Any Shares
awarded or sold under the Plan shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Board of Directors may determine. Such restrictions shall be
set forth in the applicable Stock Purchase Agreement and shall apply in addition
to any restrictions that may apply to holders of Shares generally. In the case
of a Purchaser who is not an officer of the Company, an Outside Director or a
Consultant, any right to repurchase the Purchaser's Shares at the original
Purchase Price (if any) upon termination of the Purchaser's Service shall lapse
at least as rapidly as 20% per year over the five-year period commencing on the
date of the award or sale of the Shares. Any such right may be exercised only
within 90 days after the termination of the Purchaser's Service for cash or for
cancellation of indebtedness incurred in purchasing the Shares.
(f) ACCELERATED VESTING. Unless the applicable Stock Purchase Agreement
provides otherwise, any right to repurchase a Purchaser's Shares at the original
Purchase Price (if any) upon termination of the Purchaser's Service shall lapse
and all of such Shares shall become vested if (i) the Company is subject to a
Change in Control before the Purchaser's Service terminates and (ii) the
repurchase right is not assigned to the entity that employs the Purchaser
immediately after the Change in Control or to its parent or subsidiary.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
(a) STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Board of Directors deems appropriate
for inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.
(b) NUMBER OF SHARES. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 8. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.
(c) EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the
Fair Market Value of a Share on the date of grant, and a higher percentage may
be required by Section 3(b). The Exercise Price of a Nonstatutory Option shall
not be less than 85% of the Fair Market Value of a Share on the date of grant,
and a higher percentage may be required by Section 3(b). Subject to the
preceding two sentences, the Exercise Price under any Option shall be determined
by the Board of Directors at its sole discretion. The Exercise Price shall be
payable in a form described in Section 7.
(d) WITHHOLDING TAXES. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such exercise. The Optionee shall
also make such arrangements as the Board of Directors may require
3
<PAGE> 8
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with the disposition of Shares acquired
by exercising an Option.
(e) EXERCISABILITY. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. In the case
of an Optionee who is not an officer of the Company, an Outside Director or a
Consultant, an Option shall become exercisable at least as rapidly as 20% per
year over the five-year period commencing on the date of grant. Subject to the
preceding sentence, the exercisability provisions of any Stock Option Agreement
shall be determined by the Board of Directors at its sole discretion.
(f) ACCELERATED EXERCISABILITY. Unless the applicable Stock Option
Agreement provides otherwise, all of an Optionee's Options shall become
exercisable in full if (i) the Company is subject to a Change in Control before
the Optionee's Service terminates, (ii) such Options do not remain outstanding,
(iii) such Options are not assumed by the surviving corporation or its parent
and (iv) the surviving corporation or its parent does not substitute options
with substantially the same terms for such Options.
(g) BASIC TERM. The Stock Option Agreement shall specify the term of
the Option. The term shall not exceed 10 years from the date of grant, and a
shorter term may be required by Section 3(b). Subject to the preceding sentence,
the Board of Directors at its sole discretion shall determine when an Option is
to expire.
(h) NONTRANSFERABILITY. No Option shall be transferable by the Optionee
other than by beneficiary designation, will or the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee or by the Optionee's guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged or hypothecated
by the Optionee during the Optionee's lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.
(i) TERMINATION OF SERVICE (EXCEPT BY DEATH). If an Optionee's Service
terminates for any reason other than the Optionee's death, then the Optionee's
Options shall expire on the earliest of the following occasions:
(i) The expiration date determined pursuant to Subsection (g)
above;
(ii) The date three months after the termination of the
Optionee's Service for any reason other than Disability, or such later
date as the Board of Directors may determine; or
(iii) The date six months after the termination of the
Optionee's Service by reason of Disability, or such later date as the
Board of Directors may determine.
The Optionee may exercise all or part of the Optionee's Options at any time
before the expiration of such Options under the preceding sentence, but only to
the extent that such Options had become exercisable before the Optionee's
Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee's Service terminated (or
vested as a result of the termination). The balance of such Options shall lapse
4
<PAGE> 9
when the Optionee's Service terminates. In the event that the Optionee dies
after the termination of the Optionee's Service but before the expiration of the
Optionee's Options, all or part of such Options may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired such Options directly from the Optionee by
beneficiary designation, bequest or inheritance, but only to the extent that
such Options had become exercisable before the Optionee's Service terminated (or
became exercisable as a result of the termination) and the underlying Shares had
vested before the Optionee's Service terminated (or vested as a result of the
termination).
(j) LEAVES OF ABSENCE. For purposes of Subsection (i) above, Service
shall be deemed to continue while the Optionee is on a bona fide leave of
absence, if such leave was approved by the Company in writing and if continued
crediting of Service for this purpose is expressly required by the terms of such
leave or by applicable law (as determined by the Company).
(k) DEATH OF OPTIONEE. If an Optionee dies while the Optionee is in
Service, then the Optionee's Options shall expire on the earlier of the
following dates:
(i) The expiration date determined pursuant to Subsection (g)
above; or
(ii) The date 12 months after the Optionee's death.
All or part of the Optionee's Options may be exercised at any time before the
expiration of such Options under the preceding sentence by the executors or
administrators of the Optionee's estate or by any person who has acquired such
Options directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that such Options had become exercisable
before the Optionee's death or became exercisable as a result of the death. The
balance of such Options shall lapse when the Optionee dies.
(l) NO RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by the Optionee's Option until such person becomes entitled to receive
such Shares by filing a notice of exercise and paying the Exercise Price
pursuant to the terms of such Option.
(m) MODIFICATION, EXTENSION AND ASSUMPTION OF OPTIONS. Within the
limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations under such Option.
(n) RESTRICTIONS ON TRANSFER OF SHARES AND MINIMUM VESTING. Any Shares
issued upon exercise of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Board of Directors may determine. Such restrictions shall be
set forth in the applicable Stock Option Agreement and
5
<PAGE> 10
shall apply in addition to any restrictions that may apply to holders of Shares
generally. In the case of an Optionee who is not an officer of the Company, an
Outside Director or a Consultant:
(i) Any right to repurchase the Optionee's Shares at the
original Exercise Price upon termination of the Optionee's Service
shall lapse at least as rapidly as 20% per year over the five-year
period commencing on the date of the option grant;
(ii) Any such right may be exercised only for cash or for
cancellation of indebtedness incurred in purchasing the Shares; and
(iii) Any such right may be exercised only within 90 days
after the later of (A) the termination of the Optionee's Service or (B)
the date of the option exercise.
(o) ACCELERATED VESTING. Unless the applicable Stock Option Agreement
provides otherwise, any right to repurchase an Optionee's Shares at the original
Exercise Price upon termination of the Optionee's Service shall lapse and all of
such Shares shall become vested if (i) the Company is subject to a Change in
Control before the Optionee's Service terminates and (ii) the repurchase right
is not assigned to the entity that employs the Optionee immediately after the
Change in Control or to its parent or subsidiary.
SECTION 7. PAYMENT FOR SHARES.
(a) GENERAL RULE. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in cash or cash equivalents at the time
when such Shares are purchased, except as otherwise provided in this Section 7.
(b) SURRENDER OF STOCK. To the extent that a Stock Option Agreement so
provides, all or any part of the Exercise Price may be paid by surrendering, or
attesting to the ownership of, Shares that are already owned by the Optionee.
Such Shares shall be surrendered to the Company in good form for transfer and
shall be valued at their Fair Market Value on the date when the Option is
exercised. The Optionee shall not surrender, or attest to the ownership of,
Shares in payment of the Exercise Price if such action would cause the Company
to recognize compensation expense (or additional compensation expense) with
respect to the Option for financial reporting purposes.
(c) SERVICES RENDERED. At the discretion of the Board of Directors,
Shares may be awarded under the Plan in consideration of services rendered to
the Company, a Parent or a Subsidiary prior to the award.
(d) PROMISSORY NOTE. To the extent that a Stock Option Agreement or
Stock Purchase Agreement so provides, all or a portion of the Exercise Price or
Purchase Price (as the case may be) of Shares issued under the Plan may be paid
with a full-recourse promissory note. However, the par value of the Shares, if
newly issued, shall be paid in cash or cash equivalents. The Shares shall be
pledged as security for payment of the principal amount of the promissory note
and interest thereon. The interest rate payable under the terms of the
promissory note shall
6
<PAGE> 11
not be less than the minimum rate (if any) required to avoid the imputation of
additional interest under the Code. Subject to the foregoing, the Board of
Directors (at its sole discretion) shall specify the term, interest rate,
amortization requirements (if any) and other provisions of such note.
(e) EXERCISE/SALE. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form prescribed by the Company) of an irrevocable direction
to a securities broker approved by the Company to sell Shares and to deliver all
or part of the sales proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.
(f) EXERCISE/PLEDGE. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form prescribed by the Company) of an irrevocable direction
to pledge Shares to a securities broker or lender approved by the Company, as
security for a loan, and to deliver all or part of the loan proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.
SECTION 8. ADJUSTMENT OF SHARES.
(a) GENERAL. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of an extraordinary
dividend payable in a form other than Shares in an amount that has a material
effect on the Fair Market Value of the Stock, a combination or consolidation of
the outstanding Stock into a lesser number of Shares, a recapitalization, a
spin-off, a reclassification or a similar occurrence, the Board of Directors
shall make appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 4, (ii) the number of Shares covered
by each outstanding Option (including any option incorporated from the
Predecessor Plan) or (iii) the Exercise Price under each outstanding Option
(including any option incorporated from the Predecessor Plan).
(b) MERGERS AND CONSOLIDATIONS. In the event that the Company is a
party to a merger or consolidation, outstanding Options shall be subject to the
agreement of merger or consolidation. Such agreement, without the Optionees'
consent, may provide for:
(i) The continuation of such outstanding Options by the
Company (if the Company is the surviving corporation);
(ii) The assumption of the Plan and such outstanding Options
by the surviving corporation or its parent;
(iii) The substitution by the surviving corporation or its
parent of options with substantially the same terms for such
outstanding Options; or
(iv) The cancellation of such outstanding Options without
payment of any consideration.
7
<PAGE> 12
(c) RESERVATION OF RIGHTS. Except as provided in this Section 8, an
Optionee or Purchaser shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.
SECTION 9. SECURITIES LAW REQUIREMENTS.
(a) GENERAL. Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange or
other securities market on which the Company's securities may then be traded.
(b) FINANCIAL REPORTS. The Company each year shall furnish to
Optionees, Purchasers and stockholders who have received Stock under the Plan
its balance sheet and income statement, unless such Optionees, Purchasers or
stockholders are key Employees whose duties with the Company assure them access
to equivalent information. Such balance sheet and income statement need not be
audited.
SECTION 10. NO RETENTION RIGHTS.
Nothing in the Plan or in any right or Option granted under the Plan
shall confer upon the Purchaser or Optionee any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Company (or any Parent or Subsidiary employing or
retaining the Purchaser or Optionee) or of the Purchaser or Optionee, which
rights are hereby expressly reserved by each, to terminate his or her Service at
any time and for any reason, with or without cause.
SECTION 11. DURATION AND AMENDMENTS.
(a) TERM OF THE PLAN. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's stockholders. In the event that the stockholders fail
to approve the Plan within 12 months after its adoption by the Board of
Directors, any grants of Options or sales or awards of Shares that have already
occurred shall be rescinded, and no additional grants, sales or awards shall be
made thereafter under the Plan. The Plan shall terminate automatically 10 years
after its adoption by the Board of Directors and may be terminated on any
earlier date pursuant to Subsection (b) below. The Plan shall serve as the
successor to the Predecessor Plan, and no further option grants shall be made
under the Predecessor Plan after the effective date of the Plan. All options
outstanding under the Predecessor Plan as of such date shall, immediately upon
approval of the
8
<PAGE> 13
Plan by the Company's stockholders, be incorporated into the Plan and treated as
outstanding options under the Plan. However, each outstanding option so
incorporated shall continue to be governed solely by the terms of the documents
evidencing such option, and no provision of the Plan shall be deemed to affect
or otherwise modify the rights or obligations of the holders of such
incorporated options with respect to their acquisition of Shares.
(b) RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors may
amend, suspend or terminate the Plan at any time and for any reason; provided,
however, that any amendment of the Plan which increases the number of Shares
available for issuance under the Plan (except as provided in Section 8), or
which materially changes the class of persons who are eligible for the grant of
ISOs, shall be subject to the approval of the Company's stockholders.
Stockholder approval shall not be required for any other amendment of the Plan.
(c) EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued or
sold under the Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Share previously issued or any Option
previously granted under the Plan.
SECTION 12. DEFINITIONS.
(a) "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company, as constituted from time to time.
(b) "CHANGE IN CONTROL" shall mean:
(i) The consummation of a merger or consolidation of the
Company with or into another entity or any other corporate
reorganization, if persons who were not stockholders of the Company
immediately prior to such merger, consolidation or other reorganization
own immediately after such merger, consolidation or other
reorganization 50% or more of the voting power of the outstanding
securities of each of (A) the continuing or surviving entity and (B)
any direct or indirect parent corporation of such continuing or
surviving entity; or
(ii) The sale, transfer or other disposition of all or
substantially all of the Company's assets.
A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.
(c) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(d) "COMMITTEE" shall mean a committee of the Board of Directors, as
described in Section 2(a).
9
<PAGE> 14
(e) "COMPANY" shall mean SupplyBase, Inc., a Delaware corporation.
(f) "CONSULTANT" shall mean a person who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.
(g) "DISABILITY" shall mean that the Optionee is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment.
(h) "EMPLOYEE" shall mean any individual who is a common-law employee
of the Company, a Parent or a Subsidiary.
(i) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Board of Directors in
the applicable Stock Option Agreement.
(j) "FAIR MARKET VALUE" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.
(k) "ISO" shall mean an employee incentive stock option described in
Section 422(b) of the Code.
(l) "NONSTATUTORY OPTION" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.
(m) "OPTION" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.
(n) "OPTIONEE" shall mean an individual who holds an Option.
(o) "OUTSIDE DIRECTOR" shall mean a member of the Board of Directors
who is not an Employee.
(p) "PARENT" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.
(q) "PLAN" shall mean this SupplyBase, Inc. 1999 Stock Plan.
(r) "PREDECESSOR PLAN" shall mean the Company's existing 1998 Stock
Option Plan.
(s) "PURCHASE PRICE" shall mean the consideration for which one Share
may be acquired under the Plan (other than upon exercise of an Option), as
specified by the Board of Directors.
10
<PAGE> 15
(t) "PURCHASER" shall mean an individual to whom the Board of Directors
has offered the right to acquire Shares under the Plan (other than upon exercise
of an Option).
(u) "SERVICE" shall mean service as an Employee, Outside Director or
Consultant.
(v) "SHARE" shall mean one share of Stock, as adjusted in accordance
with Section 8 (if applicable).
(w) "STOCK" shall mean the Common Stock of the Company, with a par
value of $0.001 per Share.
(x) "STOCK OPTION AGREEMENT" shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and restrictions
pertaining to the Optionee's Option.
(y) "STOCK PURCHASE AGREEMENT" shall mean the agreement between the
Company and a Purchaser who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.
(z) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.
11
<PAGE> 1
EXHIBIT 99.2
FORM OF OPTION ASSUMPTION AGREEMENT
<PAGE> 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
<PAGE> 3
price payable per share of i2 Stock under the assumed SupplyBase Option shall
also be as indicated for that option below.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
SUPPLYBASE STOCK OPTIONS i2 ASSUMED OPTIONS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
# 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
- -------------------------------------------------------------------------------------------------------
</TABLE>
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
<PAGE> 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
<PAGE> 5
11701 Luna Road
Dallas, Texas 75234
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
<PAGE> 1
EXHIBIT 99.3
FORM OF NOTICE OF STOCK OPTION GRANT-HIGAKI
<PAGE> 2
SUPPLYBASE, INC.
NOTICE OF STOCK OPTION GRANT
You have been granted the following option to purchase Common Stock of
SupplyBase, Inc. (the "Company"):
Name of Optionee: Yuji Higaki
Total Number of Shares Granted: 15,000
Type of Option: Nonstatutory Stock Option
Exercise Price Per Share: $3.45
Date of Grant: March 31, 2000
Date Exercisable: This option may be exercised, in
whole or in part, for 100% of the
Shares subject to this option at
any time after the Date of Grant.
Vesting Commencement Date: March 1, 2000
Vesting Schedule: The Right of Repurchase shall
lapse with respect to the first
25% of the Shares subject to this
option when the Optionee completes
12 months of continuous Service
after the Vesting Commencement
Date. The Right of Repurchase
shall lapse with respect to an
additional 2.0833% of the Shares
subject to this option when the
Optionee completes each month of
continuous Service thereafter.
Expiration Date: March 30, 2010
By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the Stock Option Agreement, which is attached to and
made a part of this document.
OPTIONEE: SUPPLYBASE, INC.
By:
- ---------------------------------------- -------------------------------
Title:
----------------------------
<PAGE> 1
EXHIBIT 99.4
FORM OF STOCK OPTION AGREEMENT-HIGAKI
<PAGE> 2
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.
SUPPLYBASE, INC.:
STOCK OPTION AGREEMENT
SECTION 1. GRANT OF OPTION.
(a) OPTION. On the terms and conditions set forth in the Notice of
Stock Option Grant and this Agreement, the Company grants to the Optionee on the
Date of Grant the option to purchase at the Exercise Price the number of Shares
set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to
be at least 100% of the Fair Market Value per Share on the Date of Grant. This
option is intended to be a Nonstatutory Option, as provided in the Notice of
Stock Option Grant.
SECTION 2. RIGHT TO EXERCISE.
(a) EXERCISABILITY. Subject to Subsections (b) and (c) below and the
other conditions set forth in this Agreement, all or part of this option may be
exercised prior to its expiration at the time or times set forth in the Notice
of Stock Option Grant. Shares purchased by exercising this option may be subject
to the Right of Repurchase under Section 7.
(b) $100,000 LIMITATION. If this option is designated as an ISO in the
Notice of Stock Option Grant, then the Optionee's right to exercise this option
shall be deferred to the extent (and only to the extent) that this option
otherwise would not be treated as an ISO by reason of the $100,000 annual
limitation under Section 422(d) of the Code, except that:
(i) The Optionee's right to exercise this option shall in any
event become exercisable at least as rapidly as 20% per year over the
five-year period commencing on the Date of Grant, unless the Optionee
is an officer of the Company, an Outside Director or a Consultant; and
(ii) The Optionee's right to exercise this option shall no
longer be deferred if (A) the Company is subject to a Change in Control
before the Optionee's Service terminates, (B) this option does not
remain outstanding, (C) this option is not assumed by the surviving
corporation or its parent and (D) the surviving corporation or its
parent does not substitute an option with substantially the same terms
for this option.
<PAGE> 3
SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.
Except as otherwise provided in this Agreement, this option and the
rights and privileges conferred hereby shall not be sold, pledged or otherwise
transferred (whether by operation of law or otherwise) and shall not be subject
to sale under execution, attachment, levy or similar process.
SECTION 4. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative
may exercise this option by giving written notice to the Company pursuant to
Section 13(c). The notice shall specify the election to exercise this option,
the number of Shares for which it is being exercised and the form of payment.
The notice shall be signed by the person exercising this option. In the event
that this option is being exercised by the representative of the Optionee, the
notice shall be accompanied by proof (satisfactory to the Company) of the
representative's right to exercise this option. The Optionee or the Optionee's
representative shall deliver to the Company, at the time of giving the notice,
payment in a form permissible under Section 5 for the full amount of the
Purchase Price.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise,
the Company shall cause to be issued a certificate or certificates for the
Shares as to which this option has been exercised, registered in the name of the
person exercising this option (or in the names of such person and his or her
spouse as community property or as joint tenants with right of survivorship).
The Company shall cause such certificate or certificates to be deposited in
escrow or delivered to or upon the order of the person exercising this option.
(c) WITHHOLDING TAXES. In the event that the Company determines that it
is required to withhold any tax as a result of the exercise of this option, the
Optionee, as a condition to the exercise of this option, shall make arrangements
satisfactory to the Company to enable it to satisfy all withholding
requirements. The Optionee shall also make arrangements satisfactory to the
Company to enable it to satisfy any withholding requirements that may arise in
connection with the vesting or disposition of Shares purchased by exercising
this option.
SECTION 5. PAYMENT FOR STOCK.
(a) CASH. All or part of the Purchase Price may be paid in cash or cash
equivalents.
(b) SURRENDER OF STOCK. All or any part of the Purchase Price may be
paid by surrendering, or attesting to the ownership of, Shares that are already
owned by the Optionee. Such Shares shall be surrendered to the Company in good
form for transfer and shall be valued at their Fair Market Value on the date
when this option is exercised. The Optionee shall not surrender, or attest to
the ownership of, Shares in payment of the Purchase Price if such action would
cause the Company to recognize compensation expense (or additional compensation
expense) with respect to this option for financial reporting purposes.
(c) EXERCISE/SALE. If Stock is publicly traded, all or part of the
Purchase Price and any withholding taxes may be paid by the delivery (on a form
prescribed by the Company)
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<PAGE> 4
of an irrevocable direction to a securities broker approved by the Company to
sell Shares and to deliver all or part of the sales proceeds to the Company.
(d) EXERCISE/PLEDGE. If Stock is publicly traded, all or part of the
Purchase Price and any withholding taxes may be paid by the delivery (on a form
prescribed by the Company) of an irrevocable direction to pledge Shares to a
securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan proceeds to the Company.
SECTION 6. TERM AND EXPIRATION.
(a) BASIC TERM. This option shall in any event expire on the expiration
date set forth in the Notice of Stock Option Grant, which date is 10 years after
the Date of Grant.
(b) TERMINATION OF SERVICE (EXCEPT BY DEATH). If the Optionee's Service
terminates for any reason other than death, then this option shall expire on the
earliest of the following occasions:
(i) The expiration date determined pursuant to Subsection (a)
above;
(ii) The date three months after the termination of the
Optionee's Service for any reason other than Disability; or
(iii) The date six months after the termination of the
Optionee's Service by reason of Disability.
The Optionee may exercise all or part of this option at any time before its
expiration under the preceding sentence, but only to the extent that this option
had become exercisable for vested shares before the Optionee's Service
terminated. When the Optionee's Service terminates, this option shall expire
immediately with respect to the number of Shares for which this option is not
yet exercisable and with respect to any Restricted Shares. In the event that the
Optionee dies after termination of Service but before the expiration of this
option, all or part of this option may be exercised (prior to expiration) by the
executors or administrators of the Optionee's estate or by any person who has
acquired this option directly from the Optionee by beneficiary designation,
bequest or inheritance, but only to the extent that this option had become
exercisable before the Optionee's Service terminated.
(c) DEATH OF THE OPTIONEE. If the Optionee dies while in Service, then
this option shall expire on the earlier of the following dates:
(i) The expiration date determined pursuant to Subsection (a)
above; or
(ii) The date 12 months after the Optionee's death.
All or part of this option may be exercised at any time before its expiration
under the preceding sentence by the executors or administrators of the
Optionee's estate or by any person who has acquired this option directly from
the Optionee by beneficiary designation, bequest or
3
<PAGE> 5
inheritance, but only to the extent that this option had become exercisable
before the Optionee's death. When the Optionee dies, this option shall expire
immediately with respect to the number of Shares for which this option is not
yet exercisable and with respect to any Restricted Shares.
(d) LEAVES OF ABSENCE. For any purpose under this Agreement, Service
shall be deemed to continue while the Optionee is on a bona fide leave of
absence, if such leave was approved by the Company in writing and if continued
crediting of Service for such purpose is expressly required by the terms of such
leave or by applicable law (as determined by the Company).
SECTION 7. RIGHT OF REPURCHASE.
(a) SCOPE OF REPURCHASE RIGHT. Unless they have become vested in
accordance with the Notice of Stock Option Grant and Subsection (c) below, the
Shares acquired under this Agreement initially shall be Restricted Shares and
shall be subject to a right (but not an obligation) of repurchase by the
Company. The Optionee shall not transfer, assign, encumber or otherwise dispose
of any Restricted Shares, except as provided in the following sentence. The
Optionee may transfer Restricted Shares (i) by beneficiary designation, will or
intestate succession or (ii) to the Optionee's spouse, children or grandchildren
or to a trust established by the Optionee for the benefit of the Optionee or the
Optionee's spouse, children or grandchildren, provided in either case that the
Transferee agrees in writing on a form prescribed by the Company to be bound by
all provisions of this Agreement. If the Optionee transfers any Restricted
Shares, then this Section 7 shall apply to the Transferee to the same extent as
to the Optionee.
(b) CONDITION PRECEDENT TO EXERCISE. The Right of Repurchase shall be
exercisable with respect to any Restricted Shares only during the 60-day period
next following the later of:
(i) The date when the Optionee's Service terminates for any
reason, with or without cause, including (without limitation) death or
disability; or
(ii) The date when such Restricted Shares were purchased by
the Optionee, the executors or administrators of the Optionee's estate
or any person who has acquired this option directly from the Optionee
by bequest, inheritance or beneficiary designation.
(c) LAPSE OF REPURCHASE RIGHT. The Right of Repurchase shall lapse with
respect to the Shares subject to this option in accordance with the vesting
schedule set forth in the Notice of Stock Option Grant. In addition, the Right
of Repurchase shall lapse and all of the remaining Restricted Shares shall
become vested if (i) the Company is subject to a Change in Control before the
Optionee's Service terminates and (ii) the Right of Repurchase is not assigned
to the entity that employs the Optionee immediately after the Change in Control
or to its parent or subsidiary.
(d) REPURCHASE COST. If the Company exercises the Right of Repurchase,
it shall pay the Optionee an amount equal to the Exercise Price for each of the
Restricted Shares being repurchased.
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<PAGE> 6
(e) EXERCISE OF REPURCHASE RIGHT. The Right of Repurchase shall be
exercisable only by written notice delivered to the Optionee prior to the
expiration of the 60-day period specified in Subsection (b) above. The notice
shall set forth the date on which the repurchase is to be effected. Such date
shall not be more than 30 days after the date of the notice. The certificate(s)
representing the Restricted Shares to be repurchased shall, prior to the close
of business on the date specified for the repurchase, be delivered to the
Company properly endorsed for transfer. The Company shall, concurrently with the
receipt of such certificate(s), pay to the Optionee the purchase price
determined according to Subsection (d) above. Payment shall be made in cash or
cash equivalents or by canceling indebtedness to the Company incurred by the
Optionee in the purchase of the Restricted Shares. The Right of Repurchase shall
terminate with respect to any Restricted Shares for which it has not been timely
exercised pursuant to this Subsection (e).
(f) ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company's outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which are by reason of such transaction
distributed with respect to any Restricted Shares or into which such Restricted
Shares thereby become convertible shall immediately be subject to the Right of
Repurchase. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the
Restricted Shares. Appropriate adjustments shall also, after each such
transaction, be made to the price per share to be paid upon the exercise of the
Right of Repurchase in order to reflect any change in the Company's outstanding
securities effected without receipt of consideration therefor; provided,
however, that the aggregate purchase price payable for the Restricted Shares
shall remain the same.
(g) TERMINATION OF RIGHTS AS STOCKHOLDER. If the Company makes
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Restricted Shares to be repurchased in
accordance with this Section 7, then after such time the person from whom such
Restricted Shares are to be repurchased shall no longer have any rights as a
holder of such Restricted Shares (other than the right to receive payment of
such consideration in accordance with this Agreement). Such Restricted Shares
shall be deemed to have been repurchased in accordance with the applicable
provisions hereof, whether or not the certificate(s) therefor have been
delivered as required by this Agreement.
(h) ESCROW. Upon issuance, the certificates for Restricted Shares shall
be deposited in escrow with the Company to be held in accordance with the
provisions of this Agreement. Any new, substituted or additional securities or
other property described in Subsection (f) above shall immediately be delivered
to the Company to be held in escrow, but only to the extent the Shares are at
the time Restricted Shares. All regular cash dividends on Restricted Shares (or
other securities at the time held in escrow) shall be paid directly to the
Optionee and shall not be held in escrow. Restricted Shares, together with any
other assets or securities held in escrow hereunder, shall be (i) surrendered to
the Company for repurchase and cancellation upon the Company's exercise of its
Right of Repurchase or Right of First Refusal or (ii) released to the Optionee
upon the Optionee's request to the extent the Shares are no longer Restricted
Shares (but not more frequently than once
5
<PAGE> 7
every six months). In any event, all Shares which have vested (and any other
vested assets and securities attributable thereto) shall be released within 60
days after the earlier of (i) the Optionee's cessation of Service or (ii) the
lapse of the Right of First Refusal.
SECTION 8. RIGHT OF FIRST REFUSAL.
(a) RIGHT OF FIRST REFUSAL. In the event that the Optionee proposes to
sell, pledge or otherwise transfer to a third party any Shares acquired under
this Agreement, or any interest in such Shares, the Company shall have the Right
of First Refusal with respect to all (and not less than all) of such Shares. If
the Optionee desires to transfer Shares acquired under this Agreement, the
Optionee shall give a written Transfer Notice to the Company describing fully
the proposed transfer, including the number of Shares proposed to be
transferred, the proposed transfer price, the name and address of the proposed
Transferee and proof satisfactory to the Company that the proposed sale or
transfer will not violate any applicable federal or state securities laws. The
Transfer Notice shall be signed both by the Optionee and by the proposed
Transferee and must constitute a binding commitment of both parties to the
transfer of the Shares. The Company shall have the right to purchase all, and
not less than all, of the Shares on the terms of the proposal described in the
Transfer Notice (subject, however, to any change in such terms permitted under
Subsection (b) below) by delivery of a notice of exercise of the Right of First
Refusal within 30 days after the date when the Transfer Notice was received by
the Company. The Company's rights under this Subsection (a) shall be freely
assignable, in whole or in part.
(b) TRANSFER OF SHARES. If the Company fails to exercise its Right of
First Refusal within 30 days after the date when it received the Transfer
Notice, the Optionee may, not later than 90 days following receipt of the
Transfer Notice by the Company, conclude a transfer of the Shares subject to the
Transfer Notice on the terms and conditions described in the Transfer Notice,
provided that any such sale is made in compliance with applicable federal and
state securities laws and not in violation of any other contractual restrictions
to which the Optionee is bound. Any proposed transfer on terms and conditions
different from those described in the Transfer Notice, as well as any subsequent
proposed transfer by the Optionee, shall again be subject to the Right of First
Refusal and shall require compliance with the procedure described in Subsection
(a) above. If the Company exercises its Right of First Refusal, the parties
shall consummate the sale of the Shares on the terms set forth in the Transfer
Notice within 60 days after the date when the Company received the Transfer
Notice (or within such longer period as may have been specified in the Transfer
Notice); provided, however, that in the event the Transfer Notice provided that
payment for the Shares was to be made in a form other than cash or cash
equivalents paid at the time of transfer, the Company shall have the option of
paying for the Shares with cash or cash equivalents equal to the present value
of the consideration described in the Transfer Notice.
(c) ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company's outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which are by reason of such transaction
distributed with respect to any
6
<PAGE> 8
Shares subject to this Section 8 or into which such Shares thereby become
convertible shall immediately be subject to this Section 8. Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number and/or class of the Shares subject to this Section 8.
(d) TERMINATION OF RIGHT OF FIRST REFUSAL. Any other provision of this
Section 8 notwithstanding, in the event that the Stock is readily tradable on an
established securities market when the Optionee desires to transfer Shares, the
Company shall have no Right of First Refusal, and the Optionee shall have no
obligation to comply with the procedures prescribed by Subsections (a) and (b)
above.
(e) PERMITTED TRANSFERS. This Section 8 shall not apply to (i) a
transfer by beneficiary designation, will or intestate succession or (ii) a
transfer to the Optionee's spouse, children or grandchildren or to a trust
established by the Optionee for the benefit of the Optionee or the Optionee's
spouse, children or grandchildren, provided in either case that the Transferee
agrees in writing on a form prescribed by the Company to be bound by all
provisions of this Agreement. If the Optionee transfers any Shares acquired
under this Agreement, either under this Subsection (e) or after the Company has
failed to exercise the Right of First Refusal, then this Section 8 shall apply
to the Transferee to the same extent as to the Optionee.
(f) TERMINATION OF RIGHTS AS STOCKHOLDER. If the Company makes
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Shares to be purchased in accordance with
this Section 8, then after such time the person from whom such Shares are to be
purchased shall no longer have any rights as a holder of such Shares (other than
the right to receive payment of such consideration in accordance with this
Agreement). Such Shares shall be deemed to have been purchased in accordance
with the applicable provisions hereof, whether or not the certificate(s)
therefor have been delivered as required by this Agreement.
SECTION 9. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this option unless and
until the Company has determined that:
(a) It and the Optionee have taken any actions required to register the
Shares under the Securities Act or to perfect an exemption from the registration
requirements thereof;
(b) Any applicable listing requirement of any stock exchange or other
securities market on which Stock is listed has been satisfied; and
(c) Any other applicable provision of state or federal law has been
satisfied.
SECTION 10. NO REGISTRATION RIGHTS.
The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Agreement to comply with any law.
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<PAGE> 9
SECTION 11. RESTRICTIONS ON TRANSFER.
(a) SECURITIES LAW RESTRICTIONS. Regardless of whether the offering and
sale of Shares under this Agreement have been registered under the Securities
Act or have been registered or qualified under the securities laws of any state,
the Company at its discretion may impose restrictions upon the sale, pledge or
other transfer of such Shares (including the placement of appropriate legends on
stock certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act, the securities laws of any state
or any other law.
(b) MARKET STAND-OFF. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act, including the Company's
initial public offering, the Optionee shall not directly or indirectly sell,
make any short sale of, loan, hypothecate, pledge, offer, grant or sell any
option or other contract for the purchase of, purchase any option or other
contract for the sale of, or otherwise dispose of or transfer, or agree to
engage in any of the foregoing transactions with respect to, any Shares acquired
under this Agreement without the prior written consent of the Company or its
underwriters. Such restriction (the "Market Stand-Off") shall be in effect for
such period of time following the date of the final prospectus for the offering
as may be requested by the Company or such underwriters. In no event, however,
shall such period exceed 180 days. The Market Stand-Off shall in any event
terminate two years after the date of the Company's initial public offering. In
the event of the declaration of a stock dividend, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
any new, substituted or additional securities which are by reason of such
transaction distributed with respect to any Shares subject to the Market
Stand-Off, or into which such Shares thereby become convertible, shall
immediately be subject to the Market Stand-Off. In order to enforce the Market
Stand-Off, the Company may impose stop-transfer instructions with respect to the
Shares acquired under this Agreement until the end of the applicable stand-off
period. The Company's underwriters shall be beneficiaries of the agreement set
forth in this Subsection (b). This Subsection (b) shall not apply to Shares
registered in the public offering under the Securities Act, and the Optionee
shall be subject to this Subsection (b) only if the directors and officers of
the Company are subject to similar arrangements.
(c) INVESTMENT INTENT AT GRANT. The Optionee represents and agrees that
the Shares to be acquired upon exercising this option will be acquired for
investment, and not with a view to the sale or distribution thereof.
(d) INVESTMENT INTENT AT EXERCISE. In the event that the sale of Shares
under this Agreement is not registered under the Securities Act but an exemption
is available which requires an investment representation or other
representation, the Optionee shall represent and agree at the time of exercise
that the Shares being acquired upon exercising this option are being acquired
for investment, and not with a view to the sale or distribution thereof, and
shall make such other representations as are deemed necessary or appropriate by
the Company and its counsel.
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<PAGE> 10
(e) LEGENDS. All certificates evidencing Shares purchased under this
Agreement shall bear the following legend:
"THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES).
SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL
UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS
UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE
COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO
THE HOLDER HEREOF WITHOUT CHARGE."
All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other
restrictive legends as are required or deemed advisable under the provisions of
any applicable law):
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."
(f) REMOVAL OF LEGENDS. If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement is no longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but without such legend.
(g) ADMINISTRATION. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 11 shall be
conclusive and binding on the Optionee and all other persons.
SECTION 12. ADJUSTMENT OF SHARES.
(a) In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of an extraordinary
dividend payable in a form other than Shares in an amount that has a material
effect on the Fair Market Value of the Stock, a combination or consolidation of
the outstanding Stock into a lesser number of Shares, a recapitalization, a
spin-off, a reclassification or a similar occurrence, the Board of Directors
shall make appropriate adjustments in one or more of (i) the number of Shares
covered by the outstanding Option or (ii) the Exercise Price under the
outstanding Option. In the event that the Company is a party to a merger or
consolidation, the outstanding Option shall be subject to the
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<PAGE> 11
agreement of merger or consolidation. Such agreement, without the Optionee's
consent, may provide for:
(i) The continuation of such outstanding Options by the
Company (if the Company is the surviving corporation);
(ii) The assumption of this Agreement and such outstanding
Options by the surviving corporation or its parent;
(iii) The substitution by the surviving corporation or its
parent of options with substantially the same terms for such
outstanding Options; or
The cancellation of such outstanding Options without payment of any
consideration.
SECTION 13. MISCELLANEOUS PROVISIONS.
(a) RIGHTS AS A STOCKHOLDER. Neither the Optionee nor the Optionee's
representative shall have any rights as a stockholder with respect to any Shares
subject to this option until the Optionee or the Optionee's representative
becomes entitled to receive such Shares by filing a notice of exercise and
paying the Purchase Price pursuant to Sections 4 and 5.
(b) NO RETENTION RIGHTS. Nothing in this option or in this Agreement
shall confer upon the Optionee any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Company (or any Parent or Subsidiary employing or retaining the
Optionee) or of the Optionee, which rights are hereby expressly reserved by
each, to terminate his or her Service at any time and for any reason, with or
without cause.
(c) NOTICE. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. Notice shall be addressed to the Company at its
principal executive office and to the Optionee at the address that he or she
most recently provided to the Company.
(d) ENTIRE AGREEMENT. The Notice of Stock Option Grant and this
Agreement constitute the entire contract between the parties hereto with regard
to the subject matter hereof. They supersede any other agreements,
representations or understandings (whether oral or written and whether express
or implied) which relate to the subject matter hereof.
(e) CHOICE OF LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of California, as such laws are
applied to contracts entered into and performed in such State.
SECTION 14. DEFINITIONS.
(a) "AGREEMENT" shall mean this Stock Option Agreement.
10
<PAGE> 12
(b) "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company, as constituted from time to time or, if a Committee has been appointed,
such Committee.
(c) "CHANGE IN CONTROL" shall mean:
(i) The consummation of a merger or consolidation of the
Company with or into another entity or any other corporate
reorganization, if persons who were not stockholders of the Company
immediately prior to such merger, consolidation or other reorganization
own immediately after such merger, consolidation or other
reorganization 50% or more of the voting power of the outstanding
securities of each of (A) the continuing or surviving entity and (B)
any direct or indirect parent corporation of such continuing or
surviving entity; or
(ii) The sale, transfer or other disposition of all or
substantially all of the Company's assets.
A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.
(d) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" shall mean a committee of the Board of Directors.
(f) "COMPANY" shall mean SupplyBase, Inc., a Delaware corporation.
(g) "CONSULTANT" shall mean a person who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.
(h) "DATE OF GRANT" shall mean the date specified in the Notice of
Stock Option Grant, which date shall be the later of (i) the date on which the
Board of Directors resolved to grant this option or (ii) the first day of the
Optionee's Service.
(i) "DISABILITY" shall mean that the Optionee is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment.
(j) "EMPLOYEE" shall mean any individual who is a common-law employee
of the Company, a Parent or a Subsidiary.
(k) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in the Notice of Stock
Option Grant.
11
<PAGE> 13
(l) "FAIR MARKET VALUE" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.
(m) "NONSTATUTORY OPTION" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.
(n) "NOTICE OF STOCK OPTION GRANT" shall mean the document so entitled
to which this Agreement is attached.
(o) "OPTIONEE" shall mean the individual named in the Notice of Stock
Option Grant.
(p) "OUTSIDE DIRECTOR" shall mean a member of the Board of Directors
who is not an Employee.
(q) "PARENT" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
(r) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this option is being exercised.
(s) "RESTRICTED SHARE" shall mean a Share that is subject to the Right
of Repurchase.
(t) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 8.
(u) "RIGHT OF REPURCHASE" shall mean the Company's right of repurchase
described in Section 7.
(v) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(w) "SERVICE" shall mean service as an Employee, Outside Director or
Consultant.
(x) "SHARE" shall mean one share of Stock, as adjusted in accordance
with Section 12 of this Agreement (if applicable).
(y) "STOCK" shall mean the Common Stock of the Company, with a par
value of $0.001 per Share.
(z) "SUBSIDIARY" shall mean any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
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<PAGE> 14
(aa) "TRANSFEREE" shall mean any person to whom the Optionee has
directly or indirectly transferred any Share acquired under this Agreement.
(bb) "TRANSFER NOTICE" shall mean the notice of a proposed transfer of
Shares described in Section 8.
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<PAGE> 1
EXHIBIT 99.5
FORM OF OPTION ASSUMPTION AGREEMENT-HIGAKI
<PAGE> 2
[SUPPLYBASE LETTERHEAD]
EXHIBIT 99.5
Mr. Yuji Higaki,
_____________
_________________________
February 7th, 2000
Dear Yuji,
SupplyBase, Inc. (the "Company") is pleased to offer and confirm your
employment on the following terms and conditions:
POSITION. You will serve in a full-time capacity as Software Engineer of
the Company.
COMPENSATION. You will be paid an annual salary of (___________________
______________________________) payable in accordance with the Company's
standard payroll practices for salaried employees. This salary will be subject
to adjustment pursuant to the Company's employee compensation policies in
effect from time to time. However, the Company will review your salary after
six months of employment, at which time, based on your performance, may elect
to adjust your compensation.
OPTIONS. Subject to the approval of the Company's Board of Directors, you
will be granted an option to purchase 15,000 shares of the Company's Common
Stock at an exercise price per share equal to the fair market value per share
on the date the option is granted. The option will be subject to the usual
terms and conditions applicable to options granted under the Company's 1999
Stock Plan. The option will be immediately exercisable and the purchasable
shares will be subject to repurchase by the Company at the exercise price. The
Company's repurchase right will lapse and you will vest in 25% of the option
shares after one year of service and the balance will vest in equal monthly
installments over each of the next thirty-six months thereafter, as set forth
in the applicable agreement.
CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT. As with all
Company employees, you will be required, as a condition to your employment with
the Company, to sign the Company's standard Confidential Information and
Invention Assignment Agreement, a copy of which is attached hereto.
PERIOD OF EMPLOYMENT. Your employment with the Company will be "at will,"
meaning that either you or the Company will be entitled to terminate your
employment at any time for any reason, with or without cause. Any contrary
representations that may
<PAGE> 3
have been made to you superseded by this offer. This is the full and complete
agreement between you and the Company on this term. Although your job duties,
title, compensation and benefits, as well as the Company's personnel policies
and procedures, may change from time to time, the "at will" nature of your
employment may only be changed in an express writing signed by you and the
Company.
OUTSIDE ACTIVITIES. During the period that you render services to the
Company, you will not engage in any employment, business or activity that is in
any way competitive with the business or proposed business of the Company, or
any other gainful employment, business or activity, without the written consent
of the Company. You also will not assist any other person or organization in
competing with the Company or in preparing to engage in competition with the
business or proposed business of the Company.
ENTIRE AGREEMENT. This letter and the exhibit attached hereto contain
all of the terms of your employment with the Company and supersede any prior
representations or agreements, whether oral or written, between you and the
Company.
We hope that you find the foregoing terms acceptable. You may indicate
your agreement with these terms and accept this offer by signing and dating both
the enclosed duplicate original of this letter and the enclosed Proprietary
Information and Inventions Agreement and returning them to me. As required by
law, you employment with the Company is also contingent upon you providing legal
proof of your identity and authorization to work in the United States. Your
anticipated starting date will be February 21st, 2000. This offer, if not
accepted, will expire at the close of business on February 11th, 2000.
We look forward to having you join us.
Very truly yours,
SupplyBase, Inc.
I Have Read And Accept This
Employment Offer.
By: /s/ Steve Goldner
---------------------
Steve Goldner
VP of Engineer
By: /s/ YUJI HIGAKI
---------------------
Yuji Higaki
Dated: Feb 18, 2000
<PAGE> 1
EXHIBIT 99.6
i2 TECHNOLOGIES, INC.
STOCK OPTION ASSUMPTION AGREEMENT
SUPPLYBASE, INC.
STOCK OPTION AGREEMENT
OPTIONEE: _____________,
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 a SupplyBase 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
<PAGE> 2
price payable per share of i2 Stock under the assumed SupplyBase Option shall
also be as indicated for that option below.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
SUPPLYBASE STOCK OPTIONS i2 ASSUMED OPTIONS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
# 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
- -------------------------------------------------------------------------------------------------------
</TABLE>
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, all references
in the Option Agreements shall be adjusted as follows; (i) all references to the
"Company" shall mean i2, (ii) all references to "Stock" shall mean the common
stock of i2, par value $0.00025, (iii) all references to "Board of Directors"
shall mean the Board of Directors of i2, and (iv) 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 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, none
of the assumed SupplyBase Options shall vest or become exercisable on an
accelerated basis upon the consummation of the Merger. Accordingly, each
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
2
<PAGE> 3
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 subject 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 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 Agreements 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
11701 Luna Road
Dallas, Texas 75234
Attention: Stock Plan Administration
3
<PAGE> 4
4. Except to the extent specifically modified herein, all of the terms
and conditions of the Option Agreements 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 Agreements and this Stock Option Assumption Agreement.
----------------------------------
(First Name) (Last Name), OPTIONEE
DATED:_________, 2000
4
