This Stockholder Voting
Agreement (this “
Agreement ”) is made and entered into as of
August ___, 2008, by and among JDA Software Group, Inc., a Delaware
corporation (“ Parent ”), i2
Technologies, Inc. , a Delaware corporation (the
“ Company ”) (only with respect to
Section 2(b) hereof), and the undersigned stockholder
(“ Stockholder ”) of the
Company.
A. Concurrently with the execution and delivery
hereof, Parent, Igloo Acquisition Corporation, a Delaware
corporation and an indirect wholly owned subsidiary of Parent
(“ Merger Sub ”), and the Company are
entering into an Agreement and Plan of Merger of even date herewith
(as it may be amended or supplemented from time to time pursuant to
the terms thereof, the “ Merger Agreement
”), which provides for the merger (the “
Merger ”) of Merger Sub with and into the
Company in accordance with its terms ( the Merger, Merger Agreement
and the transactions contemplated thereby referred to collectively
as the “ Proposed Transaction
”).
B. Stockholder has sole voting power over such
number of shares of each class of capital stock of the Company
beneficially owned (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “
Exchange Act ”)) by Stockholder as is indicated
on the signature page of this Agreement.
C. In
consideration of the execution and delivery of the Merger Agreement
by Parent and Merger Sub, Stockholder desires to agree to vote the
Shares (as defined herein) over which Stockholder has sole voting
power so as to facilitate the consummation of the
Merger.
Now, Therefore
, intending to be legally bound, the parties hereto hereby agree as
follows:
(a) Capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Merger Agreement. For all purposes of and
under this Agreement, the following terms shall have the following
respective meanings:
“
Consent ” shall mean any approval, consent,
ratification, permission, waiver or authorization (including any:
(a) permit, license, certificate, franchise, permission,
variance, clearance, registration, qualification or authorization
issued, granted, given or otherwise made available by or under the
authority of any Governmental Authority or pursuant to any Legal
Requirement; or (b) right under any Contract with any
Governmental Authority).
“
Constructive Sale ” means with respect to any
security, a short sale with respect to such security, entering into
or acquiring an offsetting derivative contract with respect to such
security, entering into or acquiring a futures or forward contract
to deliver such security or entering into any other hedging or
other derivative transaction that has the effect of either directly
or indirectly materially reducing the economic benefits or risks of
ownership.
“
Legal Requirement ” shall mean any federal,
state, local, municipal, foreign or other law, statute,
constitution, principle of common law, resolution, ordinance, code,
edict, decree, rule, regulation, ruling or requirement issued,
enacted, adopted, promulgated, implemented or otherwise put into
effect by or under the authority of any Governmental Authority (or
under the authority of The NASDAQ Stock Market).
“
Shares ” means (i) all outstanding shares
of capital stock of the Company owned, beneficially or of record,
by Stockholder as of the date hereof, and (ii) all additional
outstanding shares of capital stock of the Company acquired by
Stockholder, beneficially or of record, during the period
commencing with the execution and delivery of this Agreement and
expiring on the Expiration Date (as such term is defined in
Section 7 below), in the case of each of clauses
(i) and (ii) as to which (and only as to which)
Stockholder has sole voting power; but in each case excluding
shares of capital stock of the Company that, by virtue of
Stockholder’s ownership of options or other convertible
securities, are deemed to be beneficially owned by Stockholder
pursuant to Rules 13d-3(d)(1)(i)(A) or (B) prior to the
time at which Stockholder exercises such options or other
convertible securities and receives the underlying capital stock of
the Company.
“
Transfer ” means, with respect to any security,
the direct or indirect assignment, sale, transfer, tender,
exchange, pledge, hypothecation, or the gift, placement in trust,
or the Constructive Sale or other disposition of such security
(excluding transfers: (i) by testamentary or intestate
succession, (ii) otherwise by operation of law, or
(iii) under any written trading plan adopted prior to the date
of this Agreement under Rule 10b5-1 of the Exchange Act) or
any right, title or interest therein (including, but not limited
to, any right or power to vote to which the holder thereof may be
entitled, whether such right or power is granted by proxy or
otherwise), or the record or beneficial ownership thereof, and each
agreement, arrangement or understanding, whether or not in writing,
to effect any of the foregoing.
2.
Transfer and Voting Restrictions .
(a) At
all times during the period commencing with the execution and
delivery of this Agreement and expiring on the Expiration Date,
Stockholder shall not, except in connection with the Merger,
Transfer any of the Shares, or enter into an agreement, commitment
or other arrangement with respect thereto. Notwithstanding the
foregoing or anything to the contrary set forth in this Agreement,
Stockholder may Transfer any or all of the Shares (i) by will,
or by operation of law, in which case this Agreement shall bind the
transferee, or (ii) in connection with estate and charitable
planning purposes, including Transfers to relatives, trusts and
charitable organizations, so long as the transferee, prior to such
Transfer executes a counterpart of this Agreement (with such
modifications as Parent may reasonably request solely to reflect
such transfer).
(b) Stockholder
understands and agrees that if Stockholder attempts to Transfer,
vote or provide any other person with the authority to vote any of
the Shares other than in compliance with this Agreement, the
Company shall not, and Stockholder hereby unconditionally and
irrevocably instructs the Company to not, (i) permit any such
Transfer on its books and records, (ii) issue a new
certificate representing any of the Shares or (iii) record
such vote, in each case, unless and until Stockholder shall have
complied with the terms of this Agreement. Each stock certificate
evidencing Shares that is issued in the name of Stockholder on or
after the date of this Agreement shall bear a legend indicating
that such Shares are subject to the terms of this Agreement and any
transferee of the Shares evidenced by the stock certificate takes
the Shares subject to the terms of this Agreement.
(c) Except
as otherwise permitted by this Agreement or by order of a court of
competent jurisdiction, each Stockholder will not commit any act
that could restrict or affect such Stockholder’s legal power,
authority and right to vote all of the Shares then owned of record
or beneficially by Stockholder or otherwise prevent or disable
Stockholder from performing any of his obligations under this
Agreement. Without limiting the generality of the foregoing, except
for this Agreement and as otherwise permitted by this Agreement,
each Stockholder will not enter into any voting agreement with any
Person with respect to any of the Shares, grant any Person any
proxy (revocable or
2
irrevocable) or
power of attorney with respect to any of the Shares, deposit any of
the Shares in a voting trust or otherwise enter into any agreement
or arrangement with any Person limiting or affecting
Stockholder’s legal power, authority or right to vote the
Shares in favor of the approval of the Proposed
Transaction.
3.
Agreement to Vote Shares .
(a) Prior
to the Expiration Date, at every meeting of the stockholders of the
Company called, and at every adjournment or postponement thereof,
and on every action or approval by written consent of the
stockholders of the Company, Stockholder (in Stockholder’s
capacity as such) shall appear at the meeting or otherwise cause
the Shares to be present thereat for purposes of establishing a
quorum and, to the extent not voted by the Persons appointed as
proxies pursuant to this Agreement, vote (i) in favor of
approval of the Proposed Transaction, (ii) against the
approval or adoption of any proposal made in opposition to, or in
competition with, the Proposed Transaction, and (iii) against
any of the following (to the extent unrelated to the Proposed
Transaction): (A) any merger, consolidation or business
combination involving the Company or any of its subsidiaries other
than the Proposed Transaction; (B) any sale, lease or transfer
of all or substantially all of the assets of the Company or any of
its subsidiaries; (C) any reorganization, recapitalization,
dissolution, liquidation or winding up of the Company or any of its
subsidiaries; or (D) any other action that is intended, or
could reasonably be expected, to otherwise impede, interfere with,
delay, postpone, discourage or adversely affect the consummation of
the Proposed Transaction.
(b) If
Stockholder is the beneficial owner, but not the record holder, of
the Shares, Stockholder agrees to take all actions necessary to
cause the record holder and any nominees to vote all of the Shares
in accordance with Section 3(a) .
4. Grant
of Irrevocable Proxy .
(a) Stockholder
hereby irrevocably (to the fullest extent permitted by law) grants
to, and appoints, Parent and each of its executive officers and any
of them, in their capacities as officers of Parent (the “
Grantees ”), as Stockholder’s proxy and
attorney-in-fact (with full power of substitution and
re-substitution), for and in the name, place and stead of
Stockholder, to vote the Shares, to instruct nominees or record
holders to vote the Shares, or grant a consent or approval or
dissent or disapproval in respect of such Shares in accordance with
Section 3 hereof and, in the discretion of the
Grantees, with
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