|
Exhibit
10.1
AGREEMENT
THIS AGREEMENT (this “
Agreement ”) is made and entered into as of this 30th
day of July, 2007 by and between Michael E. McGrath (the “
Executive ”) and i2 Technologies, Inc., a Delaware
corporation having its principal offices at One i2 Place, 11701
Luna Road, Dallas, Texas 75234 (the “ Company
”).
WITNESSTH:
WHEREAS, the Executive has
been engaged by the Company as its Chief Executive Officer and
President and has served as a member of the Board of Directors of
the Company (the “ Board ”);
WHEREAS, subject only to
Section 1(b) below, the Executive 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;
WHEREAS, the Executive and
the Company desire to settle fully and finally all matters between
them to date, including, but in no way limited to, any issues that
might arise out of the Executive’s employment or the
Executive’s resignation therefrom, in accordance with the
terms set forth below;
NOW, THEREFORE, in
consideration of the mutual covenants and promises contained
herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Resignation from
Employee and Officer Positions and Continuation of Employment
.
(a) The Executive hereby
resigns effective July 30, 2007, his positions and offices as
the Company’s Chief Executive Officer and President and from
all other employee and officer positions and associations of any
kind with the Company and its subsidiaries and
affiliates.
(b) Notwithstanding the
above, the Executive shall remain employed by the Company from the
date hereof until October 31, 2007, as the Company’s
“CEO Emeritus”, and the Executive hereby further agrees
that he shall resign from all employee and officer positions on
such date, including, without limitation, as the Company’s
“CEO Emeritus”. In such role, the Executive shall not
be an officer of the Company and the Executive’s only duties
and responsibilities shall be to assist, solely as requested or
directed by the Board, the Board (i) in identifying,
selecting, recruiting and interviewing candidates to fill the
position of Chief Executive Officer of the Company on a permanent
basis and (ii) in respect of such other strategic matters as
may be determined from time to time by the Board in its sole
discretion. Notwithstanding the above, the Board may terminate the
employment hereunder of the Executive prior to October 31,
2007 for “Cause,” as that term is defined in the
Employment Agreement between the Executive and the Company dated
February 27, 2005 and all amendments thereto (the “
Employment Agreement ”). In addition, the Board may
terminate the employment
hereunder of the Executive if the
Executive breaches or violates any of the provisions of this
Agreement or the General Release. The Executive shall faithfully
and competently perform the duties and responsibilities set forth
herein.
2. Benefits . Subject
to the terms of this Agreement, and contingent upon execution (on
the date hereof) and effectiveness of the general release attached
hereto as Exhibit A, the Executive shall be entitled to receive
only (i) the sum of $150,000, $10,000 of which is being paid
as consideration for the execution of the general release referred
to above, and (ii) a base salary equal to $20,000 per month
through and until October 31, 2007, payable in accordance with
the Company’s normal payroll practices. The Executive
explicitly waives any severance or notice entitlement or any other
compensation, rights or entitlements he may have otherwise been
entitled to (a) under the Employment Agreement and
(b) under any other agreements, programs and plans with or
maintained or sponsored by the Company or any subsidiary or
affiliate thereof, other than the Executive’s entitlements
under Section 1.5.2 of the Employment Agreement and any stock
option awards outstanding on the date hereof, in accordance with
the terms thereof and the option plan such awards were granted
under and as supplemented by this Agreement. The benefits contained
in this Section 2 shall be contingent upon the
Executive’s compliance with all the terms and provisions of
this Agreement, including without limitation the restrictive
covenants contained herein, and the effectiveness of the general
release referred to above, and the Executive hereby acknowledges
and agrees that, except as otherwise provided in this
Section 2, he is not entitled to any other remuneration,
compensation, equity entitlements or benefits of any kind from the
Company or any subsidiary or affiliate thereof.
3. Confidential
Information and Non-Disparagement .
(a) Confidential
Information . Executive acknowledges that, during his
employment and until his Resignation Date, he has and will continue
to receive Confidential Information (as defined below) in order to
perform his job. Executive agrees that such Confidential
Information is of such a sensitive nature that it changes on a
continuous basis and that, until the Resignation Date, he will
continue to receive Confidential Information which he has never
received before. For purposes of this Agreement, “
Resignation Date ” shall mean October 31, 2007 or
the date of such earlier termination of employment by the Company
hereunder. The Executive 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 Executive shall not create any derivative work or other product
based on or resulting from any Confidential Information. The
Executive shall also proffer to the Company’s General
Counsel, no later than the Resignation Date, 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 Executive’s actual or
constructive possession or which are subject to his control at such
time. For purposes of this Agreement, “ Confidential
Information ” shall mean all information respecting the
business and activities of the Company,
2
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 of the Company or any
subsidiary or affiliate. Notwithstanding the immediately preceding
sentence, Confidential Information shall not include any
information that is, or becomes, generally available to the public
(unless such availability occurs as a result of the
Executive’s breach of any portion of this Section 3(a)).
Additionally, the Executive agrees to continue to comply with the
terms and provisions of the Employee Proprietary Information
Agreement (the “ Proprietary Information Agreement
”) dated on or about February 27, 2005 and the terms and
provisions of such agreement shall be deemed incorporated into this
Agreement by reference thereto.
(b) Non-disparagement
. For a period of five (5) years from the date of execution of
this Agreement, the Executive shall not at any time make any
statement or representation, written or oral, which the Executive
knows or should know will, or which the Executive knows or should
know is reasonably likely to, impair, bring into disrepute, or
adversely affect in any way the reputation, good will, business,
customer or supplier relationships, or public relations of the
Company, any subsidiary, any affiliate, any successor, and/or any
person or entity which the Executive knows or should know is one of
the following: (i) a member of the Board or the board of
directors of any subsidiary and/or any affiliate of the Company,
(ii) an employee of the Company or any subsidiary and/or any
affiliate of the Company, (iii) a person or entity who has or
has had a legal or beneficial ownership interest in the Company or
any subsidiary and/or any affiliate of the Company (an “
Owner ”), and/or (iv) an owner, employee,
director, partner, representative of and/or adviser to any such
Owner.
4.
Announcemen
|
