Exhibit 10.43
i2 TECHNOLOGIES,
INC.
EXECUTIVE RETENTION
AGREEMENT
THIRD AMENDMENT
AGREEMENT
THIRD AMENDMENT
AGREEMENT by and between
i2 Technologies, Inc. (the “Company”), and Michael
Berry (the “Executive”) dated as of January 26,
2009.
RECITALS
WHEREAS , the Executive is currently a party to an
executive retention agreement with the Company dated as of
February 25, 2008 as amended as of May 15, 2008 (the
“First Amendment”) and as further amended as of
January 1, 2009 (the “Second Amendment”). The
agreement as amended by the First Amendment and the Second
Amendment shall be referred to as 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 with respect to certain
benefits and payments thereunder. 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 provisions added to
Section 6 by the First Amendment are hereby deleted in their
entirety:
“If the Executive terminates
his employment other than for Good Reason after November 14,
2008 (following Notice of Termination to the Company in accordance
with Section 14) and the Executive is not otherwise entitled
to any payments or benefits under the foregoing provisions of this
Section 6, then the Company shall pay to the Executive the
following payments and benefits:
(a) The Company shall pay to the
Executive in a lump sum in cash within 30 days after the Date of
Termination the sum of (1) the Executive’s annual base
salary through the Date of Termination to the extent not
theretofore p
