Exhibit 10.42
i2 TECHNOLOGIES,
INC.
EXECUTIVE RETENTION
AGREEMENT
AMENDMENT
AGREEMENT
AMENDMENT AGREEMENT
by and between i2 Technologies, Inc.
(the “Company”), and
(the “Executive”) to be effective as of January 1,
2009.
RECITALS
WHEREAS , the Executive is currently a party to an
executive retention agreement with the Company dated as of
25 February, 2008 (the “Agreement”).
WHEREAS , the Company desires to continue to employ the
Executive, and the Executive desires to continue to be employed by
the Company.
WHEREAS , the Company and the Executive desire to amend
the terms and conditions of the Agreement in order to bring those
terms and conditions into documentary compliance with the final
Treasury Regulations under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and
continue the Executive’s employment with the Company in
accordance with those amended and restated terms and conditions. In
consideration of the mutual covenants and promises contained in
this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the
parties to this Agreement, the parties agree as follows:
1. The following clarifying
sentences are hereby added to the end of
Section 3(d):
“If the Company fails to
remedy such condition, the Executive’s termination for Good
Reason will occur on the expiration of the cure period. If the
Company cures such condition within the applicable cure period, a
termination for Good Reason will not be deemed to have
occurred.”
2. Clause (i) of Section 5
is hereby replaced in its entirety to read as follows:
“(i) if the Executive’s
employment is terminated by the Company for Cause or by the
Executive for any reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be
(provided, however, that in the event of the Executive’s
termination for Good Reason, the Date of Termination shall be
determined under section 3(d)).”
3. The second sentence of
Section 9(b) is hereby replaced in its entirety to read as
follows:
“Should such benefit limit
still be exceeded following such reduction, then the number of
shares which would vest on an accelerated basis under each of
the
Executive’s equity awards
pursuant to Section 7 shall be reduced to the extent necessary
to eliminate such excess, with
