AGREEMENT AND GENERAL RELEASERelease Agreement |
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Exhibit 10.1
AGREEMENT AND GENERAL RELEASE
i2 Technologies, Inc., hereinafter (“Employer”) and Barbara Stinnett, hereinafter (“Employee”), her heirs, executors, administrators, successors, and assigns, agree that:
WHEREAS, Employee wishes to resign from all employee and officer positions and offices with the Company and its subsidiaries and the Company has agreed to accept such resignations,
| 1. | Last Day of Employment: Employee’s last day of employment with Employer is July 31, 2007. |
| 2. | Consideration: In consideration for signing this Agreement and General Release and compliance with the promises made herein, Employer agrees: |
| a. | to pay to Employee six months of salary, at her normal rate of pay, plus six months of OTE potential, less lawful deductions, after receiving this signed agreement and all company property. Employee will remain on the i2 payroll for the duration of the severance period and will receive her severance in semi-monthly payments. The Employee, will not accrue additional vacation, nor be eligible for any additional incentive programs or option grants which may occur after her resignation date of July 31, 2007. While remaining on the payroll for salary and benefit continuation purposes, Employee will be a terminated Employee. However, should employee obtain employment with another entity during this period, the Company, may at its election pay to Employee the balance of her severance in a lump sum. |
| b. | the Employer and Employee will continue to pay their respective share of benefits while the Employee remains on salary continuation. If Employee elects to continue medical and dental coverage in accordance with the continuation requirements of COBRA thereafter, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period, at her own expense. However, should employee obtain employment with another entity during this period, her benefits will immediately be discontinued. |
| c. | additionally, in consideration for the Employee’s execution of the Agreement and General Release, the Company will forward vest that portion of Restricted Stock Units (3,333) eligible for vesting on August 21, 2007, arising from the original grant on August 21, 2006, and further, the Company will forward vest that portion of Restricted Stock Units (5,000) eligible for vesting on October 3, 2007, arising from your New Hire Grant as set forth in your Employment Agreement. Employee understands and acknowledges that any other RSU’s or stock options not vested as of the execution of this Agreement will be cancelled. |
| 3. | No Consideration Absent Execution of this Agreement: Employee understands and agrees that she would not otherwise be entitled to receive the monies and/or benefits specified in paragraph “2” above, except for her execution of this Agreement and General Release and the fulfillment of the promises contained herein. |
CORPORATE HEADQUARTERS, 11701 LUNA ROAD, DALLAS TX 75234 tel: 469-357-1000 www.i2.com
| Barbara Stinnett |
Initial: |
| 4. | The parties agree to the issuance of a press release in the form of Exhibit A attached hereto. |
| 5. | Revocation: Employee may revoke this Agreement and General Release for a period of seven (7) calendar days following the day she executes this Agreement and General Release. Any revocation within this period must be submitted, in writing, to Elizabeth Quaye, One i2 Place 11701 Luna Road Dallas, TX 75234 and state, “I hereby revoke my acceptance of our Agreement and General Release.” The revocation must be personally delivered to Elizabeth Quaye or her designee, or faxed to Elizabeth Quaye at 469-357-6893, within seven (7) calendar days of execution of this Agreement and General Release. This Agreement and General Release shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the state in which Employee was employed at the time of her last day of employment, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday. |
| 6. | General Release of Claims: IN CONSIDERATION OF good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the terms and conditions contained in this Agreement and General Release (the “Agreement”) by and between Barbara Stinnett (the “Employee”) and i2 Technologies, Inc. (the “Company”), the Employee on behalf of herself and her heirs, executors, administrators and assigns, releases and discharges the Company and its past, present and future subsidiaries, divisions, affiliates and parents, and their respective current and former officers, directors, employees, agents and/or owners, and their respective successors and assigns, and any other person or entity claimed to be jointly or severally liable with the Company or any of the aforementioned persons or entities (the “Released Parties”), from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims and demands whatsoever (“Losses”) which the Employee and her heirs, executors, administrators and assigns had, have or may hereafter have against the Released Parties or any of them arising out of or by reason of any cause, matter or thing whatsoever from the beginning of the world to the date of execution of this Agreement, including without limitation any and all matters relating to the Employee’s employment with the Company, its subsidiaries or affiliates and the cessation of any thereof, and any and all matters arising under any federal, state or local statute, rule or regulation, or principle of contract law or common law, including but not limited to the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the Texas Labor Code, Tex. Labor Code §§ 21.001 et seq., the Minnesota Civil Rights Act, as amended; the Minnesota Minimum Wage Law, as amended; Equal Pay Law for Minnesota, as amended; and any other equivalent or similar federal, state or local statute; provided, however, that the Employee does not release or discharge the Released Parties from any of the Company’s obligations to her under the Agreement; any vested benefit the Employee may be due under a tax qualified plan sponsored or maintained by the Company; any rights of indemnification Employee may have pursuant to Company policy or under any applicable D&O policy; or Losses under the ADEA which arise after the date on which the Employee executes this general release. It is understood that nothing in this general release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to the Employee, any such wrongdoing being expressly denied. The Effective Date of this Agreement shall be August 6, 2007. |
CORPORATE HEADQUARTERS, 11701 LUNA ROAD, DALLAS TX 75234 tel: 469-357-1000 www.i2.com
| Barbara Stinnett |
Initial: |
The Employee represents and warrants that she fully understands the terms of this general release, that she is hereby being advised in writing to seek, and has sought, the benefit of advice of legal counsel, and that she knowingly and voluntarily, of her own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as her own free act. Except as otherwise provided herein, the Employee understands that as a result of executing this general release, she will not have the right to assert that the Company or any other of the Released Parties unlawfully terminated her employment or violated any of her rights in connection with her employment or otherwise.
The Employee further represents and warrants that she has not filed, and will not initiate or cause to be initiated on her behalf, any complaint, charge, claim or proceeding against any of the Released Parties before any federal, state or local agency, court or other body relating to any claims barred or released in this General Release and will not voluntarily participate in such a proceeding. However, nothing in this general release shall preclude or prevent the Employee from filing a claim which challenges the validity of this general release solely with respect to the Employee’s waiver of any Losses arising under the ADEA. The Employee shall not accept any relief obtained on her behalf by any government agency, private party, class of litigants or otherwise with respect to any claims covered by this General Release.
| 7. | Affirmations: Employee affirms that she has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against Employer in any forum or form. Employee further affirms that she has been paid and has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which she may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to her, except as provided in this Agreement and General Release. Employee furthermore affirms that she has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act. |
| 8. | Confidential Information and Non-Disparagement: |
| (a) | Confidential Information: Employee acknowledges that, during the course of her employment, she has received Confidential Information (as defined below) in order to perform her job. The Employee shall not, without the prior express written consent of the Company, directly or indirectly, divulge, disclose or make available or accessible any Confidential Information (as defined below) to any person, firm, partnership, corporation, trust or any other entity or third party (other than when required to do so by a lawful order of a court of competent jurisdiction or any governmental authority or agency). In addition, the Employee shall not create any derivative work or other product based on or resulting from any Confidential Information. The Employee shall also proffer to the Company’s General Counsel, no later than the effective date of this Agreement, and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in the Employee’s actual or constructive possession or which are subject to her control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Company, or any subsidiary or affiliate of the Company, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, data gathering methods and/or strategies |
CORPORATE HEADQUARTERS, 11701 LUNA ROAD, DALLAS TX 75234 tel: 469-357-1000 www.i2.com
| Barbara Stinnett |
Initial: |
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of the Company or any subsidiary or affiliate. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any inform
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