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Exhibit 10.1
SETTLEMENT AGREEMENT WITH MUTUAL
RELEASES
This Settlement Agreement with Mutual Releases, dated and
effective as of December 15 th , 2006 (the "Agreement") is
entered into by and among i2 Technologies, Inc., a Delaware
corporation ("i2" or the "Company") and Gregory A. Brady ("Brady")
(collectively, the "Parties").
RECITALS
WHEREAS, on May 1, 1996, Brady executed an indemnification
agreement with i2 setting forth the terms and conditions, in
consideration of Brady’s continued service as an officer or
director of the Company, of the Company’s agreement to
indemnify Brady to the fullest extent authorized or permitted by
the provisions of the Delaware General Corporation Law and under
the non-exclusivity provisions of Article VI of the Bylaws of the
Company, and to indemnify Brady against any and all expenses
(including attorneys’ fees), witness fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by
Brady in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative (including an action by or in the right of the
Company) to which Brady is, was or at any time becomes a party, or
is threatened to be made a party, by reason of the fact that Brady
is was or at any time becomes a director, officer, employee or
agent of the Company, or is or was serving or at any time serves at
the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (the "1996
Agreement");
WHEREAS, on April 22, 2002, Brady executed a letter
agreement with i2 setting forth the terms and conditions of
Brady’s separation from the Company, including an agreement
to indemnify Brady, to the fullest extent and in the manner
permitted by the General Corporation Law of Delaware, against
expenses (including attorneys’ fees), judgments, fines,
settlements, and
other amounts actually and reasonably incurred in
connection with any proceedings, arising by reason of the fact that
Brady was an employee or director of the Company, including, but
not limited to the two lawsuits currently pending in which Brady
was a defendant, such lawsuits entitled Mark Davis, Derivatively
on Behalf of Nominal defendant i2 Technologies, Inc. v. Harvey B.
Cash, et al. , and Allen V. Scheiner, On Behalf of Himself
and All Others Similarly Situated, v. i2 Technologies, Inc., Sanjiv
Sidhu, Greg Brady and William Beecher (the "2002
Agreement");
WHEREAS, on May 13, 2003, Brady executed a letter agreement
with i2 preserving all rights granted in previous agreements or
that otherwise might exist and setting forth the terms and
conditions under which i2 would advance to Brady, as a former
officer or director of the Company, the costs of his representation
as a party or witness in connection with a Securities and Exchange
Commission investigation captioned In the Matter of i2
Technologies, Inc. (FW-02654-A), the investigation of Symbol
Technologies, Inc., and the investigation by the Company’s
Audit Committee, as well as several purported civil class and
derivative actions brought in the United States District Court for
the Northern District of Texas against the Company and certain
present and former directors and officers of the Company, subject
to an undertaking by Brady that he will repay all amounts received
in advance if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
Company (the "2003 Agreement");
WHEREAS, on December 14, 2005, Judge Chandler, in
Gregory Brady v. i2 Technologies, Inc. , Civil Action
No. 1543-N, in the Court of Chancery of the State of Delaware
in and for New Castle County, entered an Order finding that
Brady’s advancement rights under the 1996 Agreement remain in
full force and effect (the "2005 Order");
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WHEREAS, i2 has advanced to Brady, as a former
officer or director of the Company, the costs of his representation
as a party in certain pending litigation commenced by the
Securities and Exchange Commission (the "pending litigation"),
which litigation is the subject of current settlement negotiations
between Brady and the Commission and which litigation will result
in substantial future expenses if it is not settled;
WHEREAS, the Company has incurred substantial costs and expenses
in connection with the advancement of fees and expenses for Brady;
and
WHEREAS, the Parties now desire to finally settle the issues of
advancement and indemnification to Brady pursuant to the 1996
Agreement, the 2002 Agreement, the 2003 Agreement and the 2005
Order, without any admission of liability by any Party, and the
Parties desire to memorialize the Agreement:
AGREEMENT
NOW, THEREFORE, in consideration of the promises,
representations and covenants set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
1. Incorporation of Recitals . The foregoing
Recitals are hereby incorporated herein by reference.
2. Settlement Amount . Upon execution of this
Agreement, i2 will pay to Brady the sum of Two Million Five Hundred
Thousand Dollars ($ 2,500,000.00) within twenty (20) business
days from the date that this Agreement is executed in full
settlement and compromise of all claims asserted or which could
have been asserted against the Company. Said payment shall be made
by check payable to "Akin Gump Strauss Hauer & Feld LLP
FBO Gregory Brady" (the "Settlement Proceeds"). Brady agrees that
the Company’s obligation
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