-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OfyyIVTR1J1CunghuqWDHWiIr8ev//8Ms4hpJMzLo6a1NYc8DHG123OihQBoaHjB y+hICNRZ/2D+rKtofvxsaQ== 0000891618-97-002483.txt : 19970602 0000891618-97-002483.hdr.sgml : 19970602 ACCESSION NUMBER: 0000891618-97-002483 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 19970530 EFFECTIVENESS DATE: 19970530 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: I2 TECHNOLOGIES INC CENTRAL INDEX KEY: 0001009304 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752294945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28147 FILM NUMBER: 97617226 BUSINESS ADDRESS: STREET 1: 909 E LAS COLINAS BLVD STREET 2: 16TH FL CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2148606000 MAIL ADDRESS: STREET 1: 909 E LAS COLINAS BLVD STREET 2: 16TH FLOOR CITY: IRVING STATE: TX ZIP: 75039 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on May 30, 1997 Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 I2 TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-2294945 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 909 E. LAS COLINAS BLVD., 16TH FLOOR IRVING, TEXAS 75039 (Address of principal executive offices) (Zip Code) ---------- THINK SYSTEMS CORPORATION ------------------------- 1997 INCENTIVE STOCK OPTION PLAN 1996 INCENTIVE STOCK OPTION PLAN NON-QUALIFIED STOCK OPTIONS GRANTS TO M.R. RANGASWAMI, J. HORING, S.R. TUNGARE, R.B. REDDY, R. SWAMINATHAN OPTIMAX SYSTEMS CORPORATION --------------------------- STOCK OPTION PLAN (Full title of the Plans) ---------- DAVID F. CARY VICE PRESIDENT AND CHIEF FINANCIAL OFFICER I2 TECHNOLOGIES, INC. 909 E. LAS COLINAS BLVD., 16TH FLOOR IRVING, TEXAS 75039 (214) 860-6000 (Name, address including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
=================================================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) per Share(2) Price(2) Fee ---------- ------------- ------------ -------- ------------ THINK SYSTEMS CORPORATION 1997 Incentive Stock Option Plan Options to purchase Common Stock 276,247 N/A N/A N/A Common Stock, $0.00025 par value 276,247 shares $2.62 $723,767.00 $219.00 1996 Incentive Stock Option Plan Options to purchase Common Stock 501,508 N/A N/A N/A Common Stock, $0.00025 par value 501,508 shares $1.58 $792,383.00 $240.00
2
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) per Share(2) Price(2) Fee ---------- ------------- ------------ -------- ------------ Non-Qualified Stock Options Options to purchase Common Stock: M.R. Rangaswami 4,298 N/A N/A N/A J. Horing 10,030 N/A N/A N/A S.R. Tungare 17,195 N/A N/A N/A R.B. Reddy 17,195 N/A N/A N/A R. Swaminathan 22,927 N/A N/A N/A Common Stock, $0.00025 par value: M.R. Rangaswami 4,298 shares $2.20 $ 9,456.00 $ 3.00 J. Horing 10,030 shares $2.20 $22,066.00 $ 7.00 S.R. Tungare 17,195 shares $2.20 $37,829.00 $12.00 R.B. Reddy 17,195 shares $2.20 $37,829.00 $12.00 R. Swaminathan 22,927 shares $0.88 $20,176.00 $ 6.00 OPTIMAX SYSTEMS CORPORATION Stock Option Plan Options to purchase Common Stock 106,685 N/A N/A N/A Common Stock, $0.00025 par value 106,685 shares $2.82 $300,852.00 $91.00 Aggregate filing fee: $590.00
- ---------------- (1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Think Systems Corporation 1997 Incentive Stock Option Plan, 1996 Incentive Stock Option Plan, the Non-Qualified Stock Options granted to Messrs. Rangaswami, Horing, Tungare, Reddy and Swaminathan and the Optimax Systems Corporation Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of i2 Technologies, Inc. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the weighted average exercise price for the shares. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference i2 Technologies, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed with the SEC on February 4, 1997; (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997, filed with the SEC on May 14, 1997; (c) The Registrant's Report on Form 8-K dated May 15, 1997; and (d) The Registrant's Registration Statement No. 00-28030 on Form 8-A filed with the SEC on March 20, 1996 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by right of the 4 corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect to any claim issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any such action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that the indemnification provided for by Section 145 shall not be deemed exclusive of any other rights which the indemnified party may be entitled; that indemnification provided by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. Section 102(b)(7) of the General Corporation Law or the State of Delaware provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of the director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article Eleventh of the Registrant's Charter provides that, to the fullest extent permitted by the Delaware General Corporation Law as the same exists or as it may hereafter be amended, no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Section 6.1 of the Registrant's Bylaws further provides that the Registrant shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Registrant. The Registrant has entered into indemnification agreements with each of its directors and officers. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits
Number Exhibit ------ ------- 4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 00-28030 on Form 8-A which is incorporated herein by reference pursuant to Item 3(d). 5 Opinion and Consent of Brobeck, Phleger & Harrison LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement. 99.1 Think Systems Corporation 1997 Incentive Stock Option Plan.
II-2. 5 99.2 Form of Stock Option Agreement for Think Systems Corporation 1997 Incentive Stock Option Plan. 99.3 Think Systems Corporation 1996 Incentive Stock Option Plan. 99.4 Form of Stock Option Agreement for Think Systems Corporation 1996 Incentive Stock Option Plan. 99.5 Form of Stock Option Assumption Agreement for Think Systems Corporation 1996 Incentive Stock Option Plan and 1997 Incentive Stock Option Plan. 99.6 Form of Non-Qualified Stock Option Agreement for Options granted to Messrs. Rangaswami, Horing, Tungare and Reddy. 99.7 Form of Stock Option Assumption Agreement for Options granted to Messrs. Rangaswami, Horing, Tungare and Reddy. 99.8 Form of Non-Qualified Stock Option Agreement for Option granted to Mr. Swaminathan. 99.9 Form of Stock Option Assumption Agreement for Option granted to Mr. Swaminathan. 99.10 Optimax Systems Corporation Stock Option Plan. 99.11 Form of Non-Qualified Stock Option Agreement under Optimax Systems Corporation Stock Option Plan. 99.12 Form of Stock Option Assumption Agreement for Optimax Systems Corporation Stock Option Plan.
Item 9. Undertakings A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Think Systems Corporation 1997 Incentive Stock Option Plan, 1996 Incentive Stock Option Plan, the Non-Qualified Stock Options granted to Messrs. Rangaswami, Horing, Tungare, Reddy and Swaminathan and the Optimax Systems Corporation Stock Option Plan B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers, or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-3. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on this 28th day of May 1997. I2 TECHNOLOGIES, INC. By: /s/ Sanjiv S. Sidhu ----------------------------------- Sanjiv S. Sidhu Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of i2 Technologies, Inc., a Delaware corporation, do hereby constitute and appoint Sanjiv S. Sidhu and David F. Cary and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Sanjiv S. Sidhu - --------------------- Chairman of the Board May 28, 1997 Sanjiv S. Sidhu and Chief Executive Officer (Principal Executive Officer) - ---------------------- Vice Chairman of the Board, May __, 1997 Kanna N. Sharma Executive Vice President and Secretary
II-4. 7
Signature Title Date - --------- ----- ---- /s/ David F. Cary - ----------------------- Vice President and Chief May 28, 1997 David F. Cary Financial Officer (Principal Financial and Accounting Officer) /s/ Harvey B. Cash - ----------------------- Director May 28, 1997 Harvey B. Cash /s/ Thomas J. Meredith - ----------------------- Director May 28, 1997 Thomas J. Meredith /s/ Sandeep R. Tungare - ----------------------- Director May 28, 1997 Sandeep R. Tungare
II-5. 8 EXHIBIT INDEX
Number Exhibit ------ ------- 4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 00-28030 on Form 8-A which is incorporated herein by reference pursuant to Item 3(d). 5 Opinion and Consent of Brobeck, Phleger & Harrison LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement. 99.1 Think Systems Corporation 1997 Incentive Stock Option Plan. 99.2 Form of Stock Option Agreement for Think Systems Corporation 1997 Incentive Stock Option Plan. 99.3 Think Systems Corporation 1996 Incentive Stock Option Plan. 99.4 Form of Stock Option Agreement for Think Systems Corporation 1996 Incentive Stock Option Plan. 99.5 Form of Stock Option Assumption Agreement for Think Systems Corporation 1996 Incentive Stock Option Plan and 1997 Incentive Stock Option Plan. 99.6 Form of Non-Qualified Stock Option Agreement for Options granted to Messrs. Rangaswami, Horing, Tungare and Reddy. 99.7 Form of Stock Option Assumption Agreement for Options granted to Messrs. Rangaswami, Horing, Tungare and Reddy. 99.8 Form of Non-Qualified Stock Option Agreement for Options granted to Mr. Swaminathan. 99.9 Form of Stock Option Assumption Agreement for Options granted to Mr. Swaminathan. 99.10 Optimax Systems Corporation Stock Option Plan. 99.11 Form of Non-Qualified Stock Option Agreement under Optimax Systems Corporation Stock Option Plan. 99.12 Form of Stock Option Assumption Agreement for Optimax Systems Corporation Stock Option Plan.
EX-5 2 OPINION/CONSENT OF BROBECK, PHLEGER & HARRISON LLP 1 EXHIBIT 5 Opinion and Consent of Brobeck, Phleger & Harrison LLP May 29, 1997 i2 Technologies, Inc. 909 E. Las Colinas Blvd. 16th Floor Irving, Texas 75039 Re: Registration Statement for Offering of an aggregate of 956,085 Shares of Common Stock Ladies and Gentlemen: We refer to your registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 276,247 shares of the Common Stock of i2 Technologies, Inc. (the "Company") under the Think Systems Corporation 1997 Incentive Stock Option Plan, (ii) 501,508 shares of the Company's Common Stock under the Think Systems Corporation 1996 Incentive Stock Option Plan, (iii) 106,685 shares of the Company's Common Stock under the Optimax Systems Corporation Stock Option Plan, and (iv) 71,645 shares in the aggregate of the Company's Common Stock pursuant to non-qualified stock options granted to Messrs. Rangaswami, Horing, Tungare, Reddy and Swaminathan. We advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the above-referenced plans and options and in accordance with the Registration Statement, such shares will be duly authorized, validly issued, fully paid and non-assessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ BROBECK, PHLEGER & HARRISON LLP ------------------------------------ BROBECK, PHLEGER & HARRISON LLP EX-23.1 3 OPINION OF ERNST & YOUNG LLP 1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of i2 Technologies, Inc. common stock under the Stock Option Plans of Think Systems Corporation and Optimax Systems Corporation of our report dated January 18, 1997 with respect to the consolidated financial statements of i2 Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /S/ Ernst & Young LLP Dallas, Texas May 28, 1997 EX-99.1 4 THINK SYSTEMS CORP. 1997 STOCK OPTION PLAN 1 EXHIBIT 99.1 THINK SYSTEMS CORPORATION 1997 INCENTIVE STOCK OPTION PLAN As Adopted January 1, 1997 1. Purpose. The purpose of this plan is to advance the interests of Think Systems Corporation by providing an opportunity to selected key employees, directors and consultants of the Company, its Subsidiaries and affiliates to purchase shares of Common Stock through the exercise of options granted pursuant to this Plan, which may be either Incentive Options or Nonqualified Options. By encouraging such stock ownership, the Company seeks to establish as close an identity as feasible between the interests of the Company and its Subsidiaries and those of such key employees, directors and consultants and also seeks to attract, retain, motivate and reward employees, directors and consultants of superior ability, training and experience. 2. Definitions. (1) Board means the Board of Directors of the Company. (2) Code means the Internal Revenue Code of 1986 and regulations thereunder, as amended from time to time. (3) Committee means the committee appointed by the Board responsible for administering the Plan in accordance with Section 5. (4) Common Stock means the no par value common stock of the Company. (5) Company means Think Systems Corporation, a New Jersey corporation. (6) Director means each individual who is serving as a member of the Board as of the time of reference. (7) Employee means an employee of the Company or any Subsidiary within the meaning of Code Section 3401(c); "key employee" means an employee who is determined by the Committee to be providing valuable services to the Company or any Subsidiary and who is eligible to be granted Incentive Options under the Plan. (8) Exchange Act means the Securities Exchange Act of 1934 and the rules and regulations promulgated pursuant thereto, as amended from time to time. (9) Incentive Option means a stock option intended to qualify as an "incentive stock option" within the meaning of Code Section 422 and designated as such. 2 (10) Nonqualified Option means a stock option not intended to be an Incentive Option and designated as a nonqualified stock option, the federal income tax treatment of which is determined generally under Code Section 83. (11) Option means either an Incentive Option or a Nonqualified Option granted pursuant to this Plan. (12) Plan means this Think Systems Corporation 1997 Incentive Stock Option Plan as set forth herein, and as amended from time to time. (13) Publicly Traded means the Common Stock of the Company is listed or admitted to unlisted trading privileges on a national securities exchange or as to which sales or bid and offer quotations are reported in the automated quotation system ("NASDAQ") by the National Association of Securities Dealers Inc. ("NASD"). (14) Securities Act means the Securities Act of 1933 and rules and regulations promulgated pursuant thereto, as amended from time to time. (15) Subsidiary means a "subsidiary" of the Company within the meaning of Code Section 424(f), which generally is defined as any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 3. Effective Date. This Plan was approved and adopted by the Board on January 2, 1997. The effective date of the Plan shall be January 1, 1997, so long as the Plan is approved by the stockholders of the Company within 12 months of such date. 4. Stock Subject to Plan. The maximum aggregate number of shares of Common Stock that may be made subject to Options granted hereunder is 1,000,000 shares, which number shall be adjusted in accordance with Section 8 in the event of any change in the Company's capital structure. Shares of Common Stock issued pursuant to the Plan may consist, in whole or in part, of either authorized and unissued shares or issued shares held in the Company's treasury. Any shares subject to an Option that for any reason expires or is terminated unexercised as to such shares may again be the subject of an Option under the Plan. 5. Administration. The Plan shall be administered by a Committee appointed by the Board consisting of not fewer than two individuals who are Directors. The Board shall have the discretion to remove and appoint members of the Committee from time to time. The Committee shall have full power and discretion, subject to the express provisions of the Plan, (i) to determine the persons to whom Options are to be granted, the time or times at which Options are to be granted, the number of shares of Common Stock 2. 3 to be made subject to each Option, whether each Option is to be an Incentive Option or a Nonqualified Option, the exercise price per share under each Option, and the maximum term of each Option; (ii) to interpret and construe the Plan and to prescribe, amend and rescind rules and regulations for its administration; (iii) to determine the terms and provisions of each option agreement, which need not be identical, evidencing an Option; and (iv) to make all other determinations the Committee deems necessary or advisable for administering the Plan. All decisions of the Committee shall be made by a majority of its members, which shall constitute a quorum, and shall be reflected in minutes of its meetings. The Board shall have the power to act in lieu of the Committee. 6. Eligibility. Options may be granted to such persons as the Committee selects. A person who is a key employee is eligible to receive Incentive Options pursuant to this Plan; a person who is not an Employee is not eligible to receive Incentive Options. 7. Terms and Conditions of Options. Options granted pursuant to the Plan shall be evidenced by stock option agreements, which need not be identical, in such form and containing such terms and conditions as the Committee shall determine. If an Employee to whom an Option is granted does not execute an option agreement evidencing that Option in the form prescribed by the Committee within a reasonable period of time after the receipt of the option agreement as specified by the Committee, the Option shall be void and of no further force or effect. Each option agreement evidencing an Option shall contain among its terms and conditions the following: (1) Price. Subject to the conditions on Incentive Options contained in Section 8(2), if applicable, the purchase price per share of Common Stock payable upon the exercise of each Option granted hereunder shall be as determined by the Committee in its discretion but shall not be less than the fair market value of the Common Stock on the day the Option is granted if an Incentive Option. The fair market value of Common Stock shall be as determined by the Committee in its discretion in accordance with any applicable laws or rules. (2) Number of Shares and Kind of Option. Each option agreement shall specify the number of shares to which it pertains and shall specify whether the Option is a Nonqualified Option or an Incentive Option. (3) Terms of Exercise. Subject to the conditions on Incentive Options contained in Section 8(2), if applicable, and to Section 10, each Option shall be exercisable for the full amount or for any part thereof and at such intervals or in such installments as the Committee may determine at the time it grants such Option; provided, however, that (i) no Option shall be exercised as to fewer than 100 shares of Common Stock or, if less, the total number of shares of Common Stock remaining unexercised under the Option, and (ii) no Option shall be exercisable with respect to any shares earlier than six months from the date the Option is granted or later than ten years after the date the Option 3. 4 is granted, except to the extent permitted in the event of the death or disability of the holder of a Nonqualified Option under Section 7(7). (4) Notice of Exercise and Payment. An Option shall be exercisable only by delivery of a written notice to the Company's Treasurer, or any other officer of the Company the Committee designates to receive such notices, specifying the number of shares of Common Stock for which the Option is being exercised. If the shares of Common Stock acquired upon exercise of an Option are not at the time of exercise effectively registered under the Securities Act, the optionee shall provide to the Company, as a condition to the optionee's exercise of the Option, a letter, in form and substance satisfactory to the Company, to the effect that the shares are being purchased for the optionee's own account for investment and not with a view to distribution or resale, and to such other effects as the Company deems necessary or appropriate to comply with federal and applicable state securities laws. Payment shall be made in full at the time the Option is exercised. Payment shall be made by: (i) cash; (ii) delivery and assignment to the Company of shares of Common Stock owned by the optionee; (iii) delivery of a written exercise notice, including irrevocable instructions to the Company directing the Company to withhold so many of the shares of Common Stock that would otherwise have been delivered upon the exercise of the Option as equals the number of shares of Common Stock that would have been transferred to the Company if the purchase price had been paid with shares of Common Stock owned by the optionee; (iv) a combination of (i), (ii) and (iii); or (v) delivery of a written exercise notice, including irrevocable instructions to the Company to deliver the stock certificates issuable upon exercise of the Option directly to a broker named in the notice that has agreed to participate in a "cashless" exercise on behalf of the optionee; except that payment pursuant to subparagraphs (ii) through (v) above shall be permitted only if the shares of Common Stock of the Company are Publicly Traded. Upon the optionee's satisfaction of all conditions required for the exercise of the Option and payment in full of the purchase price for the shares being acquired, the Company shall, within a reasonable period of time following such exercise, deliver a certificate representing the shares of Common Stock so acquired; provided, that the Company may postpone issuance and delivery of shares upon any exercise of an Option to the extent necessary or 4. 5 advisable to comply with applicable exchange listing requirements, NASD requirements, or federal or state securities laws. (5) Withholding Taxes. The Company's obligation to deliver shares of Common Stock upon exercise of an Option, in whole or in part, shall be subject to the optionee's satisfaction of all applicable federal, state and local tax withholding obligations. (6) Nontransferability of Option. No Option shall be transferable by the optionee otherwise than by will or the laws of descent and distribution and shall be exercisable during the optionee's lifetime only by the optionee (or the optionee's guardian or legal representative). (7) Termination of Options. Each option agreement evidencing an Option shall contain provisions setting forth the date(s) on which the Option will terminate if the optionee ceases to be an employee, director or consultant of the Company by reason of death, disability, retirement or otherwise. (8) Legends. Any restriction on transfer of shares of Common Stock provided in this Plan or in the option agreement evidencing any Option shall be noted or referred to conspicuously on each certificate evidencing such shares. (9) Shareholders' Agreement. An option agreement evidencing an Option may provide that, in consideration for the grant of the option, the Optionee shall agree that upon exercise of the Option, in whole or in part, that the Optionee shall enter into and be bound by such terms and provisions of a shareholders' agreement as the Committee shall determine. 8. Restrictions on Incentive Options. Incentive Options (but not Nonqualified Options) granted under this Plan shall be subject to the following restrictions: (1) Limitation on Number of Shares. The aggregate fair market value, determined as of the date an Incentive Option is granted, of the shares with respect to which Incentive Options are exercisable for the first time by an Employee during any calendar year shall not exceed $100,000. If an Incentive Option is granted pursuant to which the aggregate fair market value of shares with respect to which it first becomes exercisable in any calendar year by an Employee exceeds the aforementioned $100,000 limitation, the portion of such Option which is in excess of the $100,000 limitation shall be treated as a Nonqualified Option pursuant to Code Section 422(d)(1). In the event that an Employee is eligible to participate in any other stock option plan of the Company or a Subsidiary which is also intended to comply with the provisions of Code Section 422, the $100,000 limitation shall apply to the aggregate number of shares for which Incentive Options may be granted under all such plans. 5. 6 (2) 10% Stockholder. If an Employee to whom an Incentive Option is granted pursuant to the provisions of the Plan is on the date of grant the owner of stock (as determined under Code Section 424(d)) possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Subsidiary, then the following special provisions shall be applicable to the Incentive Option granted to such individual; (i) The Option price per share subject to such Incentive Option shall not be less than 110% of the fair market value of one share on the date of grant; and (ii) The Incentive Option shall not have a term in excess of five (5) years from its date of grant. 9. Adjustment for Changes in Capitalization. Appropriate and equitable adjustment shall be made in the maximum number of shares of Common Stock subject to the Plan under Section 4 and, subject to Section 10, in the number, kind and option price of shares of Common Stock subject to then outstanding Options to give effect to any changes in the outstanding Common Stock by reason of any stock dividend, stock split, stock combination, merger, consolidation, reorganization, recapitalization or any other change in the capital structure of the Company affecting the Common Stock after the effective date of the Plan. 10. Change in Control; Merger, Etc. (1) Change in Control. Subject to the determination of the Committee, an Option may provide that upon the occurrence of any of the events listed below, the exercisability of all or some of the outstanding Incentive Options and Nonqualified Options held by an optionee pursuant to this Plan shall be accelerated and such Options shall become immediately exercisable in full. The events are as follows: (i) The sale by the Company of all or substantially all of its assets; (ii) Any of the following events if, immediately following such event, a majority of the Directors consists of persons who were not Directors immediately prior to the date of such event; (a) the sale of 50% or more of the outstanding shares of Common Stock of the Company in a single transaction; 6. 7 (b) the consummation of a tender offer (by a party other than the Company) for more than 50% of the outstanding shares of Common Stock of the Company; or (c) subject to Section 10(2) below, the consummation of a merger or consolidation involving the Company; or (iii) An election of new Directors if immediately following such election a majority of the Directors consists of persons who were not nominated by the Board or the nominating committee thereof to stand for election as Directors in such election. (2) Where Company Does Not Survive. In the event of a merger or consolidation to which the Company is a party but is not the surviving company, the Committee in its discretion may vote to negate and give no effect to the acceleration of Options pursuant to Section 10(1)(ii)(c), but only if and to the extent that an executed agreement of merger or consolidation provides that the optionee holding such an Option shall receive the same merger consideration as the optionee would have received as a stockholder of the Company had the exercisability of the Option been accelerated in accordance with Section 10(1)(ii)(c) and had the optionee, immediately prior to the merger or consolidation, exercised the Option for the full number of shares subject thereto, paid the exercise price in full, and satisfied all other conditions for the exercise of the Option. (3) Liquidation or Dissolution. The provisions of Section 9 and Subsections 10(1) and (2) shall not cause any Option to terminate other than in accordance with other applicable provisions of the Plan. However, in the event of the liquidation or dissolution of the Company, each outstanding Option shall terminate, except to the extent otherwise specifically provided in the option agreement evidencing the Option. 11. Rights of Optionees. No person shall have the right to be granted an Option or, having received an Option, a right again to be granted an Option. An optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by his or her Option until the date the Option has been exercised and the full purchase price for such shares has been received by the Company. Nothing in this Plan or in any Option granted pursuant to the Plan shall confer on any individual any right to continue in the employ of the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate or modify the terms or conditions of the employment of the Option holder. 7. 8 12. Amendment and Termination of the Plan. Unless sooner terminated by the Board, the Plan shall terminate, so that no Options may be granted pursuant to it thereafter, on January 2, 2007. The Board may at any time amend, suspend or terminate the Plan in its discretion without further action on the part of the stockholders of the Company, except that: (1) no such amendment, suspension or termination of the Plan shall adversely affect or impair any then outstanding Option without the consent of the optionee holding the Option; and (2) any such amendment, suspension or termination that requires approval by the stockholders of the Company to comply with applicable provisions of the Code, rules promulgated pursuant to Section 16 of the Exchange Act, applicable state law or NASD or exchange listing requirements shall be subject to approval by the stockholders of the Company within the applicable time period prescribed thereunder, and shall be null and void if such approval is not obtained. 8. 9 FIRST AMENDMENT TO THE THINK SYSTEMS CORPORATION 1997 INCENTIVE STOCK OPTION PLAN AS ADOPTED JANUARY 1, 1997 This First Amendment to the Think Systems Corporation 1997 Incentive Stock Option Plan, as adopted January 1, 1997 (the "Plan"), is made effective as of the 1st day of January, 1997 in accordance with the provisions of Section 12 of the Plan. All capitalized terms used herein shall have the meanings as set forth in the Plan. I. STOCK SUBJECT TO THE PLAN. The introductory paragraph of Section 10(l) of the Plan is hereby deleted and replaced by the following: (1) Change in Control. Upon the occurrence of any of the events listed below, the exercisability of all outstanding Incentive Options and Nonqualified Options held by all optionees pursuant to this Plan shall be accelerated and such Options shall become immediately exercisable in full. The events are as follows: This amendment was authorized and adopted by the Board of Directors of the Company pursuant to a Certificate of Unanimous Written Consent executed as of the 1st day of May, 1997. 9. EX-99.2 5 FORM OF STOCK OPTION AGREEMENT 1997 SOP 1 EXHIBIT 99.2 THINK SYSTEMS CORPORATION INCENTIVE STOCK OPTION 1. Option. For valuable consideration, receipt of which is hereby acknowledged, THINK SYSTEMS CORPORATION, a New Jersey corporation (the "Company"), hereby grants pursuant to the THINK SYSTEMS CORPORATION 1997 Incentive Stock Option Plan (the "Plan") to the undersigned (the "Optionee"), the right and option (the "Option") to purchase from the Company, subject to the terms and conditions hereof, the number of shares (the "Optioned Shares") of the Company's Common Stock, no par value (the "Common Stock"), at a price per share (the "Option Price") as designated on Schedule A hereto. 2. Terms of Exercise. The Option shall vest on an annual basis, pro rata, over five years on the anniversary of the Commencement Date (as hereinafter defined) in accordance with the following schedule: Cumulative % of Optioned Shares Vested Anniversary of "Commencement Date" 20% First 40% Second 60% Third 80% Fourth 100% Fifth The "Commencement Date" means the date designated as such in Schedule A hereto. Except as otherwise provided in this Agreement, the Option may only be exercised as to vested Optioned Shares. No Option shall be exercised as to fewer than 100 shares of Common Stock or, if less, the total number of shares of Common Stock remaining unexercised under the Option, and no Option shall be exercisable with respect to any shares later than ten years after the date the Option is granted. 3. Notice of Exercise and Payment. An Option shall be exercisable only by delivery of a written notice to the Company's Treasurer specifying the number of shares of Common Stock for which the Option is being exercised. If the shares of Common Stock acquired upon exercise of an Option are not at the time of exercise effectively registered under the Securities Act, the Optionee shall provide to the Company, as a condition to the Optionee's exercise of the Option, a letter, in form and substance satisfactory to the Company, to the effect that the shares are being purchased for the Optionee's own account for investment and not with a view to distribution or resale, and to such other effects as the Company deems necessary or appropriate to 2 comply with federal and applicable state securities laws. Payment shall be made in full at the time the Option is exercised. Payment shall be made by: (i) cash; (ii) delivery and assignment to the Company of shares of Common Stock owned by the Optionee; (iii) delivery of a statement to the Company directing the Company to withhold so many of the shares of Common Stock that would otherwise have been delivered upon the exercise of the Option as equals the number of shares of Common Stock that would have been transferred to the Company if the purchase price had been paid with shares of Common Stock owned by the Optionee; (iv) a combination of (i), (ii), and (iii); or (v) delivery of a written exercise notice, including irrevocable instructions to the Company to deliver the stock certificates issuable upon exercise of the Option directly to a broker named in the notice that has agreed to participate in a "cashless" exercise on behalf of the Optionee; except that payment pursuant to subparagraphs (ii) through (v) above shall be permitted only if the shares of Common Stock of the Company are "Publicly Traded." "Publicly Traded" shall mean the Common Stock of the Company is listed or admitted to unlisted trading privileges on a national securities exchange or as to which sales or bid and offer quotations are reported in the automated quotation system ("NASDAQ") by the National Association of Securities Dealers Inc. ("NASD"). Upon the Optionee's satisfaction of all conditions required for the exercise of the Option and payment in full of the purchase price for the shares being acquired, the Company shall, within a reasonable period of time following such exercise, deliver a certificate representing the shares of Common Stock so acquired; provided, that the Company may postpone issuance and delivery of shares upon any exercise of an Option to the extent necessary or advisable to comply with applicable exchange listing requirements, NASD requirements, or federal or state securities laws. 4. Nontransferability of Option. No Option shall be transferable by the Optionee otherwise than by will or the laws of descent and distribution and shall be exercisable during the Optionee's lifetime only by the Optionee (or the Optionee's guardian or legal representative). 2. 3 5. Termination of Options. The Option shall terminate if the Optionee ceases for any reason to be an employee, as follows: (i) Termination With Consent. If the Optionee ceases to be an employee of the Company or a Subsidiary and at the time of termination the Company consents in writing to the Optionee's exercise of an Option following such termination, then the Optionee may, at any time within a period of 90 days following the date of such termination, exercise such Option to the extent that the Option was exercisable on the date the Optionee ceased to be an employee; (ii) Retirement. If the Optionee ceases to be an employee by reason of retirement at or after age 65, then the Optionee may, at any time within a period of 90 days following the date of such termination, exercise each Option held by the Optionee on such date to the full extent of the Option; (iii) Death or Disability. In the event of the Optionee's death or disability (within the meaning of Code Section 22(e)(3)) either (x) while an employee or (y) while eligible to exercise an Option under subsections (i) or (ii) above, then the Optionee (or the Optionee's legal representative, executor, administrator, or person acquiring an Option by bequest or inheritance) may, at any time within a period of one year following the date of the Optionee's death or commencement of disability, exercise each Option held by the Optionee on such date to the full extent of the Option; and (iv) Other Termination. If the Optionee ceases to be an employee for any reason other than those enumerated in subsections (i) through (iii) above, the Option shall terminate immediately on such termination and may not be exercised thereafter; provided, however, that no Option may be exercised to any extent by anyone after the date of expiration of the Option's term. 6. Adjustment for Changes in Capitalization. Appropriate and equitable adjustment shall be made in the number, kind and option price of shares of Common Stock subject to the Option to give effect to any changes in the outstanding Common Stock by reason of any stock dividend, stock split, stock combination, merger, consolidation, reorganization, recapitalization or any other change in the capital structure of the Company affecting the Common Stock after the date hereof. 3. 4 7. Change in Control; Merger, Etc. (1) Change in Control. Upon the occurrence of any of the events listed below, the Option shall become immediately exercisable in full. The events are as follows: (i) The sale by the Company of all or substantially all of its assets, or all or substantially of the assets of its Subsidiaries, taken as a whole; (ii) Any of the following events, if immediately following such event, a majority of the Directors consists of persons who were not Directors immediately prior to the date of such event; (a) the sale of 50% or more of the outstanding shares of Common Stock of the Company in a single transaction or related series of transactions; (b) the consummation of a tender offer (by a party other than the Company) for more than 50% of the outstanding shares of Common Stock of the Company; or (c) subject to subsection (2) below, the consummation of a merger or consolidation involving the Company; or (iii) An election of new Directors if immediately following such election a majority of the Directors consists of persons who were not nominated by the Board or the nominating committee thereof to stand for election as Directors in such election. (2) Where Company Does Not Survive. In the event of a merger or consolidation to which the Company is a party but is not the surviving company, the Committee in its discretion may vote to negate and give no effect to the acceleration of Options pursuant to subsection (1)(ii)(c), but only if and to the extent that an executed agreement of merger or consolidation provides that the Optionee holding such an Option shall receive the same merger consideration as the Optionee would have received as a stockholder of the Company had the exercisability of the Option been accelerated in accordance with subsection (1)(ii)(c) above and had the Optionee, immediately prior to the merger or consolidation, exercised the Option for the full number of shares subject thereto, paid the exercise price in full, and satisfied all other conditions for the exercise of the Option. 4. 5 (3) Liquidation or Dissolution. In the event of the liquidation or dissolution of the Company, each outstanding Option shall terminate. 8. Rights of Optionees. An Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Option until the date the Option has been exercised and the full purchase price for such shares has been received by the Company. 9. The Plan and Interpretation. The Option is subject to all of the terms and conditions of the Plan (a copy of which has been delivered to Optionee), as amended from time to time. Any question of interpretation or application of the terms of this Option or the Plan shall be determined by the Board, and the determination of the Board shall be final and binding for all purposes upon the Optionee and upon any person claiming by, through or under the Optionee. 10. Limitations on Exercise, Obligations of Company to Issue Shares, Tax Treatment. (a) Violation of Law. Notwithstanding any other provision hereof, the Optionee, for the Optionee and the Optionee's successors, if any, agrees that the Optionee will not be permitted to exercise the Option granted hereby, and no shares of Common Stock shall be issued to the Optionee or the Optionee's successor hereunder, if the exercise hereof or the issuance of such shares shall constitute a violation of any provision of law or regulation of any governmental authority. (b) Registration. The Company shall not be required to issue any Optioned Shares unless such shares are at the time effectively registered or exempt from registration under the Securities Act of 1933, as amended. If, at the time of the exercise of this Option in whole or in part, in the opinion of counsel for the Company it is necessary or desirable in order to comply with any applicable law or regulation relating to the issuance or sale of securities, the Optionee shall agree and represent that the Optionee is acquiring the Optioned Shares for investment and not with any present intention to resell the same and that the Optionee will dispose of such shares only in compliance with such laws and regulations, and the Optionee will upon the request of the Company, execute and deliver to the Company an agreement to such effect. Any certificate representing the optioned shares may bear applicable restrictive legends. (c) Withholding of Income Taxes. The Company shall not be required to make any payment or issue any Optioned Shares pursuant to this Option unless adequate provision had been made to satisfy the Company's obligation, if any, to withhold income tax in connection with the exercise of any Option. (d) Certain Risk Factors. Optionee acknowledged that the Shares must be held indefinitely unless subsequently registered under the Act or an 5. 6 exemption from such registration is available. The Optionee understands that the Shares are highly speculative and that they are and shall be illiquid and without a market for the forseeable future. The Optionee acknowledged that there is no assurance of what, if any, value he or she will realize on the Option or Shares and that no representation or warranty to the contrary has been made. (e) Tax Treatment. Optionee acknowledges that the tax treatment of the Option, Optioned Shares, the exercise of the Option or any events or transactions with respect thereto may be dependent upon various factors or events which are not covered by this Agreement and that the Option or the exercise thereof may have serious tax consequences. The Company makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment and the characterization as a qualified option (if applicable) and Optionee understands and accepts such responsibility for any tax obligations arising in connection herewith. The Company recommends to Optionee that Optionee obtain his or her own tax advice in connection with the Option and its exercise. 11. Restrictive Covenant and Shareholders' Agreement. As further consideration for the grant of the Option, the Optionee agrees and re-confirms that he is bound by the terms and provisions of the Proprietary Information, Non-Compete and Inventions Agreement in favor of the Company and executed by him (the "Restrictive Covenant") and agrees that upon exercise of the Option, in whole or in part, that the Optionee shall enter into and be bound by such terms and provisions of a shareholders' agreement as shall be determined by the Board. Any violation of the Restrictive Covenant at any time as determined by the Company shall cause the immediate termination of this Option without the need for advance notice. 12. Buy Back Provisions. Shares issued on exercise of the Option shall upon issuance be subject to the following restrictions. As used herein, "Restricted Stock" means Shares issued on exercise of the Option which are still subject to the restrictions imposed under this Section that have not yet expired or terminated. (a) Not in limitation of any other restriction herein, Restricted Stock (or any interest therein) may not be sold, assigned, pledged or otherwise transferred or hypothecated (a "Transfer"). (b) If the employment of the Optionee with the Company or a subsidiary of the Company is terminated for any reason (including death, retirement in accordance with the Company's established retirement policies and practices, or total disability), the Company (or any Subsidiary designated by it) shall have the option for 90 days after such termination of employment to purchase for cash all or any part of his Restricted Stock for the fair market value per Share at the date of termination of employment as conclusively determined by the Company's Board of Directors (or the Committee authorized to administer the Stock Option Plan), without the need for an 6. 7 independent valuation or appraisal. A purchase price per share equal to or greater than the then applicable exercise price per share of incentive stock options being granted by the Company at such time shall be deemed fair market value. The restrictions imposed under this paragraph shall apply as well to all shares or other securities issued in respect of Restricted Stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, merger, consolidation or reorganization. (c) The Optionee hereby grants the Company a right of first refusal with regard to any Transfer of the Restricted Stock. To make any Transfer, the Optionee shall have received a bona fide written offer to Transfer (the "Offer") and shall deliver to the Company a true copy of the Offer with all material terms and conditions of such Transfer and the Company shall have 30 days from receipt of such terms to consummate such Offer (as if it was the offeror) and acquire the Restricted Stock on such terms. In the event the Company does not exercise this right, the Optionee will be free to make the Transfer only on the identical terms set forth in the Offer and within 30 days of the expiration of the Company's purchase right. If the terms of the Offer are modified or the Offer is not consummated within such time period, the Optionee must repeat the procedure set forth in this paragraph to Transfer the Restricted Stock. (d) This Section 12 shall expire and terminate with respect to any Restricted Stock on the earliest to occur of the following: (i) The date on which shares of the same class of stock as the Restricted Stock first become Publicly Traded. (ii) The tenth anniversary of the date hereof. (e) Any certificates evidencing shares of Restricted Stock may contain such legends as the Company may deem necessary or advisable to reflect and give effect to the restrictions imposed hereunder. 13. Successors and Assigns. This Option shall be binding upon the successors and assigns of the Company, including any corporation that succeeds to the business of the Company by merger, consolidation or acquisition of substantially all of the assets and business of the Company, and employment of the Optionee by the successor corporation shall not be deemed to interrupt continuity of employment for the purposes hereof. 14. General Provisions. (a) Governing Law. This Option will be governed by and construed according to the laws of the State of New Jersey and any dispute hereunder will be submitted to the exclusive original jurisdiction of the Superior Courts of the State of New Jersey, Morris County, or the U.S. District Court, Newark, New Jersey. 7. 8 (b) Severability. It is the intention of the Company and Optionee that the provisions of this Option shall be enforced to the fullest extent permissible under the laws and public policies of each state and jurisdiction in which such enforcement is sought, but that the non-enforceability of any provisions hereof shall not render non-enforceability or impair the remainder of this Option. Accordingly, if any provisions of this Option shall be determined to be invalid or non-enforceable, either in whole or in part, this Option shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Option in order to render the same valid and enforceable to the fullest extent permissible. (c) Amendment. This Option may only be amended, or a right waived hereunder, in a writing signed by the parties hereto. (d) Headings. The headings in this Option are for convenience of reference only and are not part of the substance of this Option and references to the masculine, feminine or neuter shall apply in all cases. 15. Right to Employment. Nothing in this Option shall confer upon the Optionee any right to continue in the employ of the Company or any of its subsidiaries or shall interfere in any way with the right of the Company or any of its subsidiaries to terminate the Optionee's employment at any time. OPTIONEE HAS READ THIS AGREEMENT CAREFULLY, HAS HAD AN OPPORTUNITY TO ASK QUESTIONS REGARDING IT AND UNDERSTANDS ITS TERMS. OPTIONEE HAS VOLUNTARILY ENTERED INTO THIS AGREEMENT AND HAS BEEN ADVISED THAT THIS AGREEMENT CONTAINS SERIOUS LEGAL RIGHT AND OBLIGATIONS (INCLUDING POTENTIAL IMPORTANT TAX CONSEQUENCES) AND THAT OPTIONEE MAY HAVE HIS OWN LAWYER REVIEW THIS AGREEMENT BEFORE SIGNING. THINK SYSTEMS CORPORATION By ------------------------ ACCEPTED AND AGREED TO: By ------------------------ Optionee Dated: ------------------------ 8. EX-99.3 6 THINK SYSTEMS CORP 1996 STOCK OPTION PLAN 1 EXHIBIT 99.3 THINK SYSTEMS CORPORATION 1996 INCENTIVE STOCK OPTION PLAN As Adopted January 31, 1996 1. Purpose. The purpose of this plan is to advance the interests of Think Systems Corporation by providing an opportunity to selected key employees, directors and consultants of the Company, its Subsidiaries and affiliates to purchase shares of Common Stock through the exercise of options granted pursuant to this Plan, which may be either Incentive Options or Nonqualified Options. By encouraging such stock ownership, the Company seeks to establish as close an identity as feasible between the interests of the Company and its Subsidiaries and those of such key employees, directors and consultants and also seeks to attract, retain, motivate and reward employees, directors and consultants of superior ability, training and experience. 2. Definitions (1) Board means the Board of Directors of the Company. (2) Code means the Internal Revenue Code of 1986 and regulations thereunder, as amended from time to time. (3) Committee means the committee appointed by the Board responsible for administering the Plan in accordance with Section 5. (4) Common Stock means the no par value common stock of the Company. (5) Company means Think Systems Corporation, a New Jersey corporation. (6) Director means each individual who is serving as a member of the Board as of the time of reference. (7) Employee means an employee of the Company or any Subsidiary within the meaning of Code Section 3401(c); "key employee" means an employee who is determined by the Committee to be providing valuable services to the Company or any Subsidiary and who is eligible to be granted Incentive Options under the Plan. (8) Exchange Act means the Securities Exchange Act of 1934 and the rules and regulations promulgated pursuant thereto, as amended from time to time. 2 (9) Incentive Option Control means a stock option intended to qualify as an "incentive stock option" within the meaning of Code Section 422 and designated as such. (10) Nonqualified Option means a stock option not intended to be an Incentive Option and designated as a nonqualified stock option, the federal income tax treatment of which is determined generally under Code Section 83. (11) Option means either an Incentive Option or a Nonqualified Option granted pursuant to this Plan. (12) Plan means this Think Systems Corporation 1996 Incentive Stock Option Plan as set forth herein, and as amended from time to time. (13) Publicly Traded means the Common Stock of the Company is listed or admitted to unlisted trading privileges on a national securities exchange or as to which sales or bid and offer quotations are reported in the automated quotation system ("NASDAQ") by the National Association of Securities Dealers Inc. ("NASD"). (14) Securities Act means the Securities Act of 1933 and rules and regulations promulgated pursuant thereto, as amended from time to time. (15) Subsidiary means a "subsidiary" of the Company within the meaning of Code Section 424(f), which generally is defined as any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 3. Effective Date. This Plan was approved and adopted by the Board on January 31, 1996. The effective date of the Plan shall be January 31, 1996, so long as the Plan is approved by the stockholders of the Company within 12 months of such date. 4. Stock Subject to Plan. The maximum aggregate number of shares of Common Stock that may be made subject to Options granted hereunder is 900,000 shares, which number shall be adjusted in accordance with Section 8 in the event of any change in the Company's capital structure. Shares of Common Stock issued pursuant to the Plan may consist, in whole or in part, of either authorized and unissued shares or issued shares held in the Company's treasury. Any shares subject to an Option that for any reason expires or is terminated unexercised as to such shares may again be the subject of an Option under the Plan. 5. Administration. The Plan shall be administered by a Committee appointed by the Board consisting of not fewer than two individuals who are Directors. 2. 3 The Board shall have the discretion to remove and appoint members of the Committee from time to time. The Committee shall have full power and discretion, subject to the express provisions of the Plan, (i) to determine the persons to whom Options are to be granted, the time or times at which Options are to be granted, the number of shares of Common Stock to be made subject to each Option, whether each Option is to be an Incentive Option or a Nonqualified Option, the exercise price per share under each Option, and the maximum term of each Option; (ii) to interpret and construe the Plan and to prescribe, amend and rescind the rules and regulations for its administration; (iii) to determine the terms and provisions of each option agreement, which need not be identical, evidencing an Option; and (iv) to make all other determinations the Committee deems necessary or advisable for administering the Plan. All decisions of the Committee shall be made by a majority of its members, which shall constitute a quorum, and shall be reflected in minutes of its meetings. The Board shall have the power to act in lieu of the Committee. 6. Eligibility. Options may be granted to such persons as the Committee selects. A person who is a key employee is eligible to receive Incentive Options pursuant to this Plan; a person who is not an Employee is not eligible to receive Incentive Options. 7. Terms and Conditions of Options. Options granted pursuant to the Plan shall be evidenced by stock option agreements, which need not be identical, in such form and containing such terms and conditions as the Committee shall determine. If an Employee to whom an Option is granted does not execute an option agreement evidencing that Option in the form prescribed by the Committee within a reasonable period of time after the receipt of the option agreement as specified by the Committee, the Option shall be void and of no further force or effect. Each option agreement evidencing an Option shall contain among its terms and conditions the following: (1) Price. Subject to the conditions on Incentive Options contained in Section 8(2), if applicable, the purchase price per share of Common Stock payable upon the exercise of each Option granted hereunder shall be as determined by the Committee in its discretion but shall not be less than the fair market value of the Common Stock on the day the Option is granted if an Incentive Option. The fair market value of Common Stock shall be as determined by the Committee in its discretion in accordance with any applicable laws or rules. (2) Number of Shares and Kind of Option. Each option agreement shall specify the number of shares to which it pertains and shall specify whether the Option is a Nonqualified Option or an Incentive Option. (3) Terms of Exercise. Subject to the conditions on Incentive Options contained in Section 8(2), if applicable, and to Section 10, each Option shall be exercisable for the full amount or for any part thereof and at such intervals or in such 3. 4 installments as the Committee may determine at the time it grants such Option; provided, however, that (i) no Option shall be exercised as to fewer than 100 shares of Common Stock or, if less, the total number of shares of Common Stock remaining unexercised under the Option, and (ii) no Option shall be exercisable with respect to any shares earlier than six months from the date the Option is granted or later than ten years after the date the Option is granted, except to the extent permitted in the event of the death or disability of the holder of a Nonqualified Option under Section 7(7). (4) Notice of Exercise and Payment. An Option shall be exercisable only by delivery of a written notice to the Company's Treasurer, or any other officer of the Company the Committee designates to receive such notices, specifying the number of shares of Common Stock for which the Option is being exercised. If the shares of Common Stock acquired upon exercise of an Option are not at the time of exercise effectively registered under the Securities Act, the optionee shall provide to the Company, as a condition to the optionee's exercise of the Option, a letter, in form and substance satisfactory to the Company, to the effect that the shares are being purchased for the optionee's own account for investment and not with a view to distribution or resale, and to such other effects as the Company deems necessary or appropriate to comply with federal and applicable state securities laws. Payment shall be made in full at the time the Option is exercised. Payment shall be made by: (i) cash; (ii) delivery and assignment to the Company of shares of Common Stock owned by the optionee; (iii) delivery of a written exercise notice, including irrevocable instructions to the Company directing the Company to withhold so many of the shares of Common Stock that would otherwise have been delivered upon the exercise of the Option as equals the number of shares of Common Stock that would have been transferred to the Company if the purchase price had been paid with shares of Common Stock owned by the optionee; (iv) a combination of (i), (ii), and (iii); or (v) delivery of a written exercise notice, including irrevocable instructions to the Company to deliver the stock certificates issuable upon exercise of the Option directly to a broker named in the notice that has agreed to participate in a "cashless" exercise on behalf of the optionee; except that payment pursuant to subparagraphs (ii) through (v) above shall be permitted only if the shares of Common Stock of the Company are Publicly Traded. 4. 5 Upon the optionee's satisfaction of all conditions required for the exercise of the Option and payment in full of the purchase price for the shares being acquired, the Company shall, within a reasonable period of time following such exercise, deliver a certificate representing the shares of Common Stock so acquired; provided, that the Company may postpone issuance and delivery of shares upon any exercise of an Option to the extent necessary or advisable to comply with applicable exchange listing requirements, NASD requirements, or federal or state securities laws. (5) Withholding Taxes. The Company's obligation to deliver shares of Common Stock upon exercise of an Option, in whole or in part, shall be subject to the optionee's satisfaction of all applicable federal, state and local tax withholding obligations. (6) Nontransferability of Option. No Option shall be transferable by the optionee otherwise than by will or the laws of descent and distribution and shall be exercisable during the optionee's lifetime only by the optionee (or the optionee's guardian or legal representative). (7) Termination of Options. Each option agreement evidencing an Option shall contain provisions setting forth the date(s) on which the Option will terminate if the optionee ceases to be an employee, director or consultant of the Company by reason of death, disability, retirement or otherwise. (8) Legends. Any restriction on transfer of shares of Common Stock provided in this Plan or in the option agreement evidencing any Option shall be noted or referred to conspicuously on each certificate evidencing such shares. (9) Shareholders' Agreement. An option agreement evidencing an Option may provide that, in consideration for the grant of the option, the Optionee shall agree that upon exercise of the Option, in whole or in part, that the optionee shall enter into and be bound by such terms and provisions of a shareholders' agreement as the Committee shall determine. 8. Restrictions on Incentive Options. Incentive Options (but not Nonqualified Options) granted under this Plan shall be subject to the following restrictions: (1) Limitation on Number of Shares. The aggregate fair market value, determined as of the date an Incentive Option is granted, of the shares with respect to which Incentive Options are exercisable for the first time by an Employee during any calendar year shall not exceed $100,000. If an Incentive Option is granted pursuant to which the aggregate fair market value of shares with respect to which it first becomes exercisable in any calendar year by an Employee exceeds the aforementioned $100,000 limitation, the portion of such Option which is in excess of the $100,000 5. 6 limitation shall be treated as a Nonqualified Option pursuant to Code Section 422(d)(1). In the event that an Employee is eligible to participate in any other stock option plan of the Company or a Subsidiary which is also intended to comply with the provisions of Code Section 422, the $100,000 limitation shall apply to the aggregate number of shares for which Incentive Options may be granted under all such plans. (2) 10% Stockholder. If an Employee to whom an Incentive Option is granted pursuant to the provisions of the Plan is on the date of grant the owner of stock (as determined under Code Section 424(d)) possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Subsidiary, then the following special provisions shall be applicable to the Incentive Option granted to such individual: (i) The Option price per share subject to such Incentive Option shall not be less than 110% of the fair market value of one share on the date of grant; and (ii) The Incentive Option shall not have a term in excess of five (5) years from its date of grant. 9. Adjustment for Changes in Capitalization. Appropriate and equitable adjustment shall be made in the maximum number of shares of Common Stock subject to the Plan under Section 4 and, subject to Section 10, in the number, kind and option price of shares of Common Stock subject to then outstanding Options to give effect to any changes in the outstanding Common Stock by reason of any stock dividend, stock split, stock combination, merger, consolidation, reorganization, recapitalization or any other change in the capital structure of the Company affecting the Common Stock after the effective date of the Plan. 10. Change in Control; Merger, Etc. (1) Change in Control. Upon the occurrence of any of the events listed below, the exercisability of all outstanding Incentive Options and Nonqualified Options held by all optionees pursuant to this Plan shall be accelerated and such Options shall become immediately exercisable in full. The events are as follows: (i) The sale by the Company of all or substantially all of its assets; (ii) Any of the following events, if immediately following such event, a majority of the Directors consists of persons who were not Directors immediately prior to the date of such event; 6. 7 (a) the sale of 50% or more of the outstanding shares of Common Stock of the Company in a single transaction; (b) the consummation of a tender offer (by a party other than the Company) for more than 50% of the outstanding shares of Common Stock of the Company; or (c) subject to Section 10(2) below, the consummation of a merger or consolidation involving the Company; or (iii) An election of new Directors if immediately following such election a majority of the Directors consists of persons who were not nominated by the Board or the nominating committee thereof to stand for election as Directors in such election. (2) Where Company Does Not Survive. In the event of a merger or consolidation to which the Company is a party but is not the surviving company, the Committee in its discretion may vote to negate and give no effect to the acceleration of Options pursuant to Section 10(1)(ii)(c), but only if and to the extent that an executed agreement of merger or consolidation provides that the optionee holding such an Option shall receive the same merger consideration as the optionee would have received as a stockholder of the Company had the exercisability of the Option been accelerated in accordance with Section 10(1)(ii)(c) and had the optionee, immediately prior to the merger or consolidation, exercised the Option for the full number of shares subject thereto, paid the exercise price in full, and satisfied all other conditions for the exercise of the Option. (3) Liquidation or Dissolution. The provisions of Section 9 and Subsections 10(1) and (2) shall not cause any Option to terminate other than in accordance with other applicable provisions of the Plan. However, in the event of the liquidation or dissolution of the Company, each outstanding Option shall terminate, except to the extent otherwise specifically provided in the option agreement evidencing the Option. 11. Rights of Optionees. No person shall have a right to be granted an Option or, having received an Option, a right again to be granted an Option. An optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by his or her Option until the date the Option has been exercised and the full purchase price for such shares has been received by the Company. Nothing in this Plan or in any Option granted pursuant to the Plan shall confer on any individual any right to continue in the employ of the Company or any Subsidiary or interfere in any way 7. 8 with the right of the Company or any Subsidiary to terminate or modify the terms or conditions of the employment of the Option holder. 12. Amendment and Termination of the Plan. Unless sooner terminated by the Board, the Plan shall terminate, so that no Options may be granted pursuant to it thereafter, on February 1, 2006. The Board may at any time amend, suspend or terminate the Plan in its discretion without further action on the part of the stockholders of the Company, except that: (1) no such amendment, suspension or termination of the Plan shall adversely affect or impair any then outstanding Option without the consent of the optionee holding the Option; and (2) any such amendment, suspension or termination that requires approval by the stockholders of the Company to comply with applicable provisions of the Code, rules promulgated pursuant to Section 16 of the Exchange Act, applicable state law or NASD or exchange listing requirements shall be subject to approval by the stockholders of the Company within the applicable time period prescribed thereunder, and shall be null and void if such approval is not obtained. 8. EX-99.4 7 FORM OF STOCK OPTION AGREEMENT 1996 SOP 1 EXHIBIT 99.4 THINK SYSTEMS CORPORATION INCENTIVE STOCK OPTION 1. Option. For valuable consideration, receipt of which is hereby acknowledged, THINK SYSTEMS CORPORATION, a New Jersey corporation (the "Company"), hereby grants pursuant to the THINK SYSTEMS CORPORATION 1996 Incentive Stock Option Plan (the "Plan") to the undersigned (the "Optionee"), the right and option (the "Option") to purchase from the Company, subject to the terms and conditions hereof, the number of shares (the "Optioned Shares") of the Company's Common Stock, no par value (the "Common Stock"), at a price per share (the "Option Price") as designated on Schedule A hereto. 2. Terms of Exercise. The Option shall vest on an annual basis, pro rata, over five years on the anniversary of the Commencement Date (as hereinafter defined) in accordance with the following schedule:
Cumulative % of Optioned Shares Vested Anniversary of "Commencement Date" - -------------------------------------- ---------------------------------- 20% First 40% Second 60% Third 80% Fourth 100% Fifth
The "Commencement Date" means the date designated as such in Schedule A hereto. Except as otherwise provided in this Agreement, the Option may only be exercised as to vested Optioned Shares. No Option shall be exercised as to fewer than 100 shares of Common Stock or, if less, the total number of shares of Common Stock remaining unexercised under the Option, and no Option shall be exercisable with respect to any shares later than ten years after the date the Option is granted. 3. Notice of Exercise and Payment. An Option shall be exercisable only by delivery of a written notice to the Company's Treasurer specifying the number of shares of Common Stock for which the Option is being exercised. If the shares of Common Stock acquired upon exercise of an Option are not at the time of exercise effectively registered under the Securities Act, the Optionee shall provide to the Company, as a condition to the Optionee's exercise of the Option, a letter, in form and substance satisfactory to the Company, to the effect that the shares are being purchased for the Optionee's own account for investment and not with a view to distribution or resale, and to such other effects as the Company deems necessary or appropriate to 2 comply with federal and applicable state securities laws. Payment shall be made in full at the time the Option is exercised. Payment shall be made by: (i) cash; (ii) delivery and assignment to the Company of shares of Common Stock owned by the Optionee; (iii) delivery of a statement to the Company directing the Company to withhold so many of the shares of Common Stock that would otherwise have been delivered upon the exercise of the Option as equals the number of shares of Common Stock that would have been transferred to the Company if the purchase price had been paid with shares of Common Stock owned by the Optionee; (iv) a combination of (i), (ii), and (iii); or (v) delivery of a written exercise notice, including irrevocable instructions to the Company to deliver the stock certificates issuable upon exercise of the Option directly to a broker named in the notice that has agreed to participate in a "cashless" exercise on behalf of the Optionee; except that payment pursuant to subparagraphs (ii) through (v) above shall be permitted only if the shares of Common Stock of the Company are "Publicly Traded." "Publicly Traded" shall mean the Common Stock of the Company is listed or admitted to unlisted trading privileges on a national securities exchange or as to which sales or bid and offer quotations are reported in the automated quotation system ("NASDAQ") by the National Association of Securities Dealers Inc. ("NASD"). Upon the Optionee's satisfaction of all conditions required for the exercise of the Option and payment in full of the purchase price for the shares being acquired, the Company shall, within a reasonable period of time following such exercise, deliver a certificate representing the shares of Common Stock so acquired; provided, that the Company may postpone issuance and delivery of shares upon any exercise of an Option to the extent necessary or advisable to comply with applicable exchange listing requirements, NASD requirements, or federal or state securities laws. 4. Nontransferability of Option. No Option shall be transferable by the Optionee otherwise than by will or the laws of descent and distribution and shall be exercisable during the Optionee's lifetime only by the Optionee (or the Optionee's guardian or legal representative). 2. 3 5. Termination of Options. The Option shall terminate if the Optionee ceases for any reason to be an employee, as follows: (i) Termination With Consent. If the Optionee ceases to be an employee of the Company or a Subsidiary and at the time of termination the Company consents in writing to the Optionee's exercise of an Option following such termination, then the Optionee may, at any time within a period of 90 days following the date of such termination, exercise such Option to the extent that the Option was exercisable on the date the Optionee ceased to be an employee; (ii) Retirement. If the Optionee ceases to be an employee by reason of retirement at or after age 65, then the Optionee may, at any time within a period of 90 days following the date of such termination, exercise each Option held by the Optionee on such date to the full extent of the Option; (iii) Death or Disability. In the event of the Optionee's death or disability (within the meaning of Code Section 22(e)(3)) either (x) while an employee or (y) while eligible to exercise an Option under subsections (i) or (ii) above, then the Optionee (or the Optionee's legal representative, executor, administrator, or person acquiring an Option by bequest or inheritance) may, at any time within a period of one year following the date of the Optionee's death or commencement of disability, exercise each Option held by the Optionee on such date to the full extent of the Option; and (iv) Other Termination. If the Optionee ceases to be an employee for any reason other than those enumerated in subsections (i) through (iii) above, the Option shall terminate immediately on such termination and may not be exercised thereafter; provided, however, that no Option may be exercised to any extent by anyone after the date of expiration of the Option's term. 6. Adjustment for Changes in Capitalization. Appropriate and equitable adjustment shall be made in the number, kind and option price of shares of Common Stock subject to the Option to give effect to any changes in the outstanding Common Stock by reason of any stock dividend, stock split, stock combination, merger, consolidation, reorganization, recapitalization or any other change in the capital structure of the Company affecting the Common Stock after the date hereof. 3. 4 7. Change in Control; Merger, Etc. (1) Change in Control. Upon the occurrence of any of the events listed below, the Option shall become immediately exercisable in full. The events are as follows: (i) The sale by the Company of all or substantially all of its assets, or all or substantially of the assets of its Subsidiaries, taken as a whole; (ii) Any of the following events, if immediately following such event, a majority of the Directors consists of persons who were not Directors immediately prior to the date of such event; (a) the sale of 50% or more of the outstanding shares of Common Stock of the Company in a single transaction or related series of transactions; (b) the consummation of a tender offer (by a party other than the Company) for more than 50% of the outstanding shares of Common Stock of the Company; or (c) subject to subsection (2) below, the consummation of a merger or consolidation involving the Company; or (iii) An election of new Directors if immediately following such election a majority of the Directors consists of persons who were not nominated by the Board or the nominating committee thereof to stand for election as Directors in such election. (2) Where Company Does Not Survive. In the event of a merger or consolidation to which the Company is a party but is not the surviving company, the Committee in its discretion may vote to negate and give no effect to the acceleration of Options pursuant to subsection (1)(ii)(c), but only if and to the extent that an executed agreement of merger or consolidation provides that the Optionee holding such an Option shall receive the same merger consideration as the Optionee would have received as a stockholder of the Company had the exercisability of the Option been accelerated in accordance with subsection (1)(ii)(c) above and had the Optionee, immediately prior to the merger or consolidation, exercised the Option for the full number of shares subject thereto, paid the exercise price in full, and satisfied all other conditions for the exercise of the Option. 4. 5 (3) Liquidation or Dissolution. In the event of the liquidation or dissolution of the Company, each outstanding Option shall terminate. 8. Rights of Optionees. An Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Option until the date the Option has been exercised and the full purchase price for such shares has been received by the Company. 9. The Plan and Interpretation. The Option is subject to all of the terms and conditions of the Plan (a copy of which has been delivered to Optionee), as amended from time to time. Any question of interpretation or application of the terms of this Option or the Plan shall be determined by the Board, and the determination of the Board shall be final and binding for all purposes upon the Optionee and upon any person claiming by, through or under the Optionee. 10. Limitations on Exercise, Obligations of Company to Issue Shares, Tax Treatment. (a) Violation of Law. Notwithstanding any other provision hereof, the Optionee, for the Optionee and the Optionee's successors, if any, agrees that the Optionee will not be permitted to exercise the Option granted hereby, and no shares of Common Stock shall be issued to the Optionee or the Optionee's successor hereunder, if the exercise hereof or the issuance of such shares shall constitute a violation of any provision of law or regulation of any governmental authority. (b) Registration. The Company shall not be required to issue any Optioned Shares unless such shares are at the time effectively registered or exempt from registration under the Securities Act of 1933, as amended. If, at the time of the exercise of this Option in whole or in part, in the opinion of counsel for the Company it is necessary or desirable in order to comply with any applicable law or regulation relating to the issuance or sale of securities, the Optionee shall agree and represent that the Optionee is acquiring the Optioned Shares for investment and not with any present intention to resell the same and that the Optionee will dispose of such shares only in compliance with such laws and regulations, and the Optionee will upon the request of the Company, execute and deliver to the Company an agreement to such effect. Any certificate representing the optioned shares may bear applicable restrictive legends. (c) Withholding of Income Taxes. The Company shall not be required to make any payment or issue any Optioned Shares pursuant to this Option unless adequate provision had been made to satisfy the Company's obligation, if any, to withhold income tax in connection with the exercise of any Option. (d) Certain Risk Factors. Optionee acknowledged that the Shares must be held indefinitely unless subsequently registered under the Act or an 5. 6 exemption from such registration is available. The Optionee understands that the Shares are highly speculative and that they are and shall be illiquid and without a market for the forseeable future. The Optionee acknowledged that there is no assurance of what, if any, value he or she will realize on the Option or Shares and that no representation or warranty to the contrary has been made. (e) Tax Treatment. Optionee acknowledges that the tax treatment of the Option, Optioned Shares, the exercise of the Option or any events or transactions with respect thereto may be dependent upon various factors or events which are not covered by this Agreement and that the Option or the exercise thereof may have serious tax consequences. The Company makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment and the characterization as a qualified option (if applicable) and Optionee understands and accepts such responsibility for any tax obligations arising in connection herewith. The Company recommends to Optionee that Optionee obtain his or her own tax advice in connection with the Option and its exercise. 11. Restrictive Covenant and Shareholders' Agreement. As further consideration for the grant of the Option, the Optionee agrees and re-confirms that he is bound by the terms and provisions of the Proprietary Information, Non-Compete and Inventions Agreement in favor of the Company and executed by him (the "Restrictive Covenant") and agrees that upon exercise of the Option, in whole or in part, that the Optionee shall enter into and be bound by such terms and provisions of a shareholders' agreement as shall be determined by the Board. Any violation of the Restrictive Covenant at any time as determined by the Company shall cause the immediate termination of this Option without the need for advance notice. 12. Buy Back Provisions. Shares issued on exercise of the Option shall upon issuance be subject to the following restrictions. As used herein, "Restricted Stock" means Shares issued on exercise of the Option which are still subject to the restrictions imposed under this Section that have not yet expired or terminated. (a) Not in limitation of any other restriction herein, Restricted Stock (or any interest therein) may not be sold, assigned, pledged or otherwise transferred or hypothecated (a "Transfer"). (b) If the employment of the Optionee with the Company or a subsidiary of the Company is terminated for any reason (including death, retirement in accordance with the Company's established retirement policies and practices, or total disability), the Company (or any Subsidiary designated by it) shall have the option for 90 days after such termination of employment to purchase for cash all or any part of his Restricted Stock for the fair market value per Share at the date of termination of employment as conclusively determined by the Company's Board of Directors (or the Committee authorized to administer the Stock Option Plan), without the need for an 6. 7 independent valuation or appraisal. A purchase price per share equal to or greater than the then applicable exercise price per share of incentive stock options being granted by the Company at such time shall be deemed fair market value. The restrictions imposed under this paragraph shall apply as well to all shares or other securities issued in respect of Restricted Stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, merger, consolidation or reorganization. (c) The Optionee hereby grants the Company a right of first refusal with regard to any Transfer of the Restricted Stock. To make any Transfer, the Optionee shall have received a bona fide written offer to Transfer (the "Offer") and shall deliver to the Company a true copy of the Offer with all material terms and conditions of such Transfer and the Company shall have 30 days from receipt of such terms to consummate such Offer (as if it was the offeror) and acquire the Restricted Stock on such terms. In the event the Company does not exercise this right, the Optionee will be free to make the Transfer only on the identical terms set forth in the Offer and within 30 days of the expiration of the Company's purchase right. If the terms of the Offer are modified or the Offer is not consummated within such time period, the Optionee must repeat the procedure set forth in this paragraph to Transfer the Restricted Stock. (d) This Section 12 shall expire and terminate with respect to any Restricted Stock on the earliest to occur of the following: (i) The date on which shares of the same class of stock as the Restricted Stock first become Publicly Traded. (ii) The tenth anniversary of the date hereof. (e) Any certificates evidencing shares of Restricted Stock may contain such legends as the Company may deem necessary or advisable to reflect and give effect to the restrictions imposed hereunder. 13. Successors and Assigns. This Option shall be binding upon the successors and assigns of the Company, including any corporation that succeeds to the business of the Company by merger, consolidation or acquisition of substantially all of the assets and business of the Company, and employment of the Optionee by the successor corporation shall not be deemed to interrupt continuity of employment for the purposes hereof. 14. General Provisions. (a) Governing Law. This Option will be governed by and construed according to the laws of the State of New Jersey and any dispute hereunder will be submitted to the exclusive original jurisdiction of the Superior Courts of the State of New Jersey, Morris County, or the U.S. District Court, Newark, New Jersey. 7. 8 (b) Severability. It is the intention of the Company and Optionee that the provisions of this Option shall be enforced to the fullest extent permissible under the laws and public policies of each state and jurisdiction in which such enforcement is sought, but that the non-enforceability of any provisions hereof shall not render non-enforceability or impair the remainder of this Option. Accordingly, if any provisions of this Option shall be determined to be invalid or non-enforceable, either in whole or in part, this Option shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Option in order to render the same valid and enforceable to the fullest extent permissible. (c) Amendment. This Option may only be amended, or a right waived hereunder, in a writing signed by the parties hereto. (d) Headings. The headings in this Option are for convenience of reference only and are not part of the substance of this Option and references to the masculine, feminine or neuter shall apply in all cases. 15. Right to Employment. Nothing in this Option shall confer upon the Optionee any right to continue in the employ of the Company or any of its subsidiaries or shall interfere in any way with the right of the Company or any of its subsidiaries to terminate the Optionee's employment at any time. OPTIONEE HAS READ THIS AGREEMENT CAREFULLY, HAS HAD AN OPPORTUNITY TO ASK QUESTIONS REGARDING IT AND UNDERSTANDS ITS TERMS. OPTIONEE HAS VOLUNTARILY ENTERED INTO THIS AGREEMENT AND HAS BEEN ADVISED THAT THIS AGREEMENT CONTAINS SERIOUS LEGAL RIGHT AND OBLIGATIONS (INCLUDING POTENTIAL IMPORTANT TAX CONSEQUENCES) AND THAT OPTIONEE MAY HAVE HIS OWN LAWYER REVIEW THIS AGREEMENT BEFORE SIGNING. THINK SYSTEMS CORPORATION By -------------------------------- ACCEPTED AND AGREED TO: By -------------------------------- Optionee Dated: ---------------------------- 8. EX-99.5 8 FORM OF STOCK OPTION ASSUMPTION AGREEMENT 1 EXHIBIT 99.5 I2 TECHNOLOGIES, INC. STOCK OPTION ASSUMPTION AGREEMENT THINK SYSTEMS CORPORATION 1996 INCENTIVE STOCK OPTION PLAN AND 1997 INCENTIVE STOCK OPTION PLAN OPTIONEE: 1~ STOCK OPTION ASSUMPTION AGREEMENT issued as of the 15th day of May, 1997 by i2 Technologies, Inc., a Delaware corporation ("i2 Technologies"). WHEREAS, the undersigned individual ("Optionee") holds one or more outstanding stock options to purchase shares of the common stock of Think Systems Corporation, a New Jersey corporation ("TSC"), which were granted to Optionee under the TSC 1996 Incentive Stock Option Plan or the TSC 1997 Incentive Stock Option Plan (together the "Plans") and are evidenced by a Stock Option Agreement (the "Option Agreement") between TSC and Optionee. WHEREAS, TSC has this day been acquired by i2 Technologies through merger of TSC Acquisition Corporation, a wholly-owned i2 Technologies subsidiary, with and into TSC (the "Merger") pursuant to the Agreement and Plan of Merger dated May 15, 1997, by and among i2 Technologies, TSC and TSC Acquisition Corporation (the "Merger Agreement"). WHEREAS, the provisions of the Merger Agreement require i2 Technologies to assume all obligations of TSC under all options outstanding under the Plans at the consummation of the Merger and to issue to the holder of each outstanding option an agreement evidencing the assumption of such option. WHEREAS, pursuant to the provisions of the Merger Agreement, the exchange ratio in effect for the Merger is 0.286596 of a share of i2 Technologies common stock ("i2 Technologies Stock") for each outstanding share of TSC Stock (the "Exchange Ratio"). WHEREAS, this Agreement is to become effective immediately upon the consummation of the Merger (the "Effective Time") in order to reflect certain adjustments to Optionee's outstanding options under the Plans which have become necessary by reason of the assumption of those options by i2 Technologies in connection with the Merger. 2 NOW, THEREFORE, it is hereby agreed as follows: 1. The number of shares of TSC common stock ("TSC Stock") subject to the stock options held by Optionee under the Plans immediately prior to the Effective Time (the "TSC Options") and the exercise price payable per share are set forth in Exhibit A hereto. i2 Technologies hereby assumes, as of the Effective Time, all the duties and obligations of TSC under each of the TSC Options. In connection with such assumption, the number of shares of i2 Technologies Stock purchasable under each i2 Technologies Option hereby assumed and the exercise price payable thereunder have been adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of i2 Technologies Stock subject to each TSC Option hereby assumed shall be as specified for that option in attached Exhibit B, and the adjusted exercise price payable per share of i2 Technologies Stock under the assumed TSC Option shall be as indicated for that option in attached Exhibit B. 2. The intent of the foregoing adjustments to each assumed TSC Option is to assure that the spread between the aggregate fair market value of the shares of i2 Technologies Stock purchasable under each such option and the aggregate exercise price as adjusted pursuant to this agreement will, immediately after the consummation of the Merger, equal the spread which existed, immediately prior to the Merger, between the then aggregate fair market value of the TSC Stock subject to the TSC Option and the aggregate exercise price in effect at such time under the Option Agreement. Such adjustments are also designed to preserve, immediately after the Merger, on a per share basis, the same ratio of exercise price per option share to fair market value per share which existed under the TSC Option immediately prior to the Merger. 3. The following provisions shall govern each TSC Option hereby assumed by i2 Technologies: (a) Unless the context otherwise requires, all references to the "Company" in the Option Agreement and in the Plans (as incorporated into such Option Agreement) shall mean i2 Technologies, all references to "Common Stock" shall mean shares of i2 Technologies Stock, all references to the Board shall mean the Board of Directors of i2 Technologies and all references to the "Committee" shall mean the Compensation Committee of the i2 Technologies Board of Directors. (b) The grant date and the expiration date of each assumed TSC Option and all other provisions which govern either the exercisability or the termination of the assumed TSC Option shall remain the same as set forth in the Option Agreement applicable to that option and shall accordingly govern and control Optionee's rights under this Agreement to purchase i2 Technologies Stock. 2. 3 (c) Pursuant to the terms of each Plan and the Option Agreements, each TSC Option will automatically accelerate in full and become exercisable for all of the option shares as of the Effective Time. Each TSC Option, as so accelerated, will be assumed by i2 Technologies as of the Effective Time, adjusted in accordance with the provisions of paragraph 1 above, and will remain exercisable for all of the underlying option shares as fully vested shares of i2 Technologies Stock, until the expiration date of such option, unless sooner terminated in connection with the optionee's termination of employment or otherwise in accordance with the terms of the Plans or the Option Agreement. (d) For purposes of applying any and all provisions of the Option Agreement relating to Optionee's status as an employee with the Company, Optionee shall be deemed to continue in such employee status for so long as Optionee renders services as an employee to i2 Technologies or any present or future i2 Technologies subsidiary, including (without limitation) TSC. Accordingly, the provisions of the Option Agreement governing the termination of the assumed TSC Option upon Optionee's cessation of employee status with TSC shall hereafter be applied on the basis of Optionee's cessation of employee status with i2 Technologies and its subsidiaries, and each assumed TSC Option shall accordingly terminate, within the designated time period in effect under the Option Agreement for that option, following such cessation of employment with i2 Technologies and its subsidiaries. (e) The adjusted exercise price payable for the i2 Technologies Stock subject to each assumed TSC Option shall be payable in any of the forms authorized under the Option Agreement applicable to that option. For purposes of determining the holding period of any shares of i2 Technologies Stock delivered in payment of such adjusted exercise price, the period for which such shares were held as TSC Stock prior to the Merger shall be taken into account. (f) In order to exercise each assumed TSC Option, Optionee must deliver to i2 Technologies a written notice of exercise in which the number of shares of i2 Technologies Stock to be purchased thereunder must be indicated. The exercise notice must be accompanied by payment of the adjusted exercise price payable for the purchased shares of i2 Technologies Stock and should be delivered to i2 Technologies at the following address: i2 Technologies, Inc. 909 E. Las Colinas Boulevard, 16th Floor Irving, Texas 75039 Attention: ________________ 3 4 4. Except to the extent specifically modified by this Option Assumption Agreement, all of the terms and conditions of each Option Agreement as in effect immediately prior to the Merger shall continue in full force and effect and shall not in any way be amended, revised or otherwise affected by this Stock Option Assumption Agreement. 4. 5 IN WITNESS WHEREOF, i2 Technologies, Inc. has caused this Stock Option Assumption Agreement to be executed on its behalf by its duly-authorized officer as of the ___ day of _____, 1997. I2 TECHNOLOGIES, INC. By: ----------------------------- ACKNOWLEDGMENT The undersigned acknowledges receipt of the foregoing Stock Option Assumption Agreement and understands that all rights and liabilities with respect to each of his or her TSC Options hereby assumed by i2 Technologies, Inc. are as set forth in the Option Agreement, the Plans and such Stock Option Assumption Agreement. ---------------------------- 1~, OPTIONEE ` DATED: __________________, 199_ 5. 6 EXHIBIT A Optionee's Outstanding Options to Purchase Shares of Think Systems Corporation Common Stock (Pre-Merger) 7 EXHIBIT B Optionee's Outstanding Options to Purchase Shares of i2 Technologies, Inc. Common Stock (Post-Merger) EX-99.6 9 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT 1 EXHIBIT 99.6 THINK SYSTEMS CORPORATION NON-QUALIFIED STOCK OPTION 1. Option. For valuable consideration, receipt of which is hereby acknowledged, THINK SYSTEMS CORPORATION, a New Jersey corporation (the "Company"), hereby grants to _______________________________ (the "Optionee"), the right and option (the "Option") to purchase from the Company, subject to the terms and conditions hereof, the number of shares (the "Optioned Shares") of the Company's Common Stock, no par value (the "Common Stock"), at a price per share (the "Option Price") as designated on Schedule A hereto. 2. Terms of Exercise. The Option shall vest on the date designated as the "Vesting Date" on Schedule A hereto. Except as otherwise provided in this Agreement, the Option may only be exercised as to vested Optioned Shares. No Option shall be exercised as to fewer than 100 shares of Common Stock or, if less, the total number of shares of Common Stock remaining unexercised under the Option, and no Option shall be exercisable with respect to any shares later than ten years after the date the Option is granted. 3. Notice of Exercise and Payment. An Option shall be exercisable only by delivery of a written notice to the Company's Treasurer specifying the number of shares of Common Stock for which the Option is being exercised. If the shares of Common Stock acquired upon exercise of an Option are not at the time of exercise effectively registered under the Securities Act, the Optionee shall provide to the Company, as a condition to the Optionee's exercise of the Option, a letter, in form and substance satisfactory to the Company, to the effect that the shares are being purchased for the Optionee's own account for investment and not with a view to distribution or resale, and to such other effects as the Company deems necessary or appropriate to comply with federal and applicable state securities laws. Payment shall be made in full at the time the Option is exercised. Payment shall be made by: (1) cash; (2) delivery and assignment to the Company of shares of Common Stock owned by the Optionee; (3) delivery of a statement to the Company directing the Company to withhold so many of the shares of Common Stock that would otherwise have been delivered upon the exercise of the Option as equals the number of shares of Common Stock that would have been transferred to the 2 Company if the purchase price had been paid with shares of Common Stock owned by the Optionee; (4) a combination of (i), (ii) and (iii); or (5) delivery of a written exercise notice, including irrevocable instructions to the Company to deliver the stock certificates issuable upon exercise of the Option directly to a broker named in the notice that has agreed to participate in a "cashless" exercise on behalf of the Optionee; except that payment pursuant to subparagraph (v) above shall be permitted only if the shares of Common Stock of the Company are "Publicly Traded." "Publicly Traded" shall mean the Common Stock of the Company is listed or admitted to unlisted trading privileges on a national securities exchange or as to which sales or bid and offer quotations are reported in the automated quotation system ("NASDAQ") by the National Association of Securities Dealers Inc. ("NASD"). Upon the Optionee's satisfaction of all conditions required for the exercise of the Option and payment in full of the purchase price for the shares being acquired, the Company shall, within a reasonable period of time following such exercise, deliver a certificate representing the shares of Common Stock so acquired; provided, that the Company may postpone issuance and delivery of shares upon any exercise of an Option to the extent necessary or advisable to comply with applicable exchange listing requirements, NASD requirements, or federal or state securities laws. 4. Nontransferability of Option. No Option shall be transferable by the Optionee otherwise than by will or the laws of descent and distribution and shall be exercisable during the Optionee's lifetime only by the Optionee (or the Optionee's guardian or legal representative). 5. Termination of Options. The Option shall terminate if the Optionee ceases for any reason to be a director prior to the Vesting Date, except if his directorship is terminated by the Company without cause or as a result of his death or disability (as determined in good faith by the Committee) in which event the Option shall vest pro rata from the Commencement Date (as defined in Schedule A) through the date of such termination. 6. Adjustment for Changes in Capitalization. Appropriate and equitable adjustment shall be made in the number, kind and option price of shares of Common Stock subject to the Option to give effect to any changes in the outstanding Common Stock by reason of any stock dividend, stock split, stock combination, merger, consolidation, reorganization, recapitalization or any other change in the capital structure of the Company affecting the Common Stock after the date hereof. 2. 3 7. Change in Control; Merger, Etc. (1) Change in Control. Upon the occurrence of any of the events listed below, the Option shall become immediately exercisable in full. The events are as follows: (i) The sale by the Company of all or substantially all of its assets, or all or substantially all of the assets of its Subsidiaries, taken as a whole; (ii) Any of the following events if, immediately following such event, a majority of the Directors consists of persons who were not Directors immediately prior to the date of such event: (a) the sale of 50% or more of the outstanding shares of Common Stock of the Company in a single transaction or related series of transactions; (b) the consummation of a tender offer (by a party other than the Company) for more than 50% of the outstanding shares of Common Stock of the Company; or (c) subject to subsection (2) below, the consummation of a merger or consolidation involving the Company; or (iii) An election of new Directors if immediately following such election a majority of the Directors consists of persons who were not nominated by the Board or the nominating committee thereof to stand for election as Directors in such election. (2) Where Company Does Not Survive. In the event of a merger or consolidation to which the Company is a party but is not the surviving company, the Committee in its discretion may vote to negate and give no effect to the acceleration of Options pursuant to subsection (1)(ii)(c) above, but only if and to the extent that an executed agreement of merger or consolidation provides that the optionee holding such an Option shall receive the same merger consideration as the Optionee would have received as a stockholder of the Company had the exercisability of the Option been accelerated in accordance with subsection (1)(ii)(c) above and had the Optionee, immediately prior to the merger or consolidation, exercised the Option for the full 3. 4 number of shares subject thereto, paid the exercise price in full, and satisfied all other conditions for the exercise of the Option. (3) Liquidation or Dissolution. In the event of the liquidation or dissolution of the Company, each outstanding Option shall terminate. 8. Rights of Optionees. An Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Option until the date the Option has been exercised and the full purchase price for such shares has been received by the Company. 9. Interpretation. Any question of interpretation or application of the terms of this Option shall be determined by the Board, and the determination of the Board shall be final and binding for all purposes upon the Optionee and upon any person claiming by, through or under the Optionee. In the event the Option becomes subject to any standard Company stock option plan, the Option will be subject to the terms and conditions of any such plan, as amended from time to time. 10. Limitations on Exercise, Obligations of Company to Issue Shares, Tax Treatment. (a) Violation of Law. Notwithstanding any other provision hereof, the Optionee, for the Optionee and the Optionee's successors, if any, agrees that the Optionee will not be permitted to exercise the Option granted hereby, and no shares of Common Stock shall be issued to the Optionee or the Optionee's successor hereunder, if the exercise hereof or the issuance of such shares shall constitute a violation of any provision of law or regulation of any governmental authority. (b) Registration. The Company shall not be required to issue any Optioned Shares unless such shares are at the time effectively registered or exempt from registration under the Securities Act of 1933, as amended. If, at the time of the exercise of this Option in whole or in part, in the opinion of counsel for the Company it is necessary or desirable in order to comply with any applicable law or regulation relating to the issuance or sale of securities, the Optionee shall agree and represent that the Optionee is acquiring the Optioned Shares for investment and not with any present intention to resell the same and that the Optionee will dispose of such shares only in compliance with such laws and regulations, and the Optionee will upon the request of the Company, execute and deliver to the Company an agreement to such effect. Any certificate representing the optioned shares may bear applicable restrictive legends. (c) Withholding of Income Taxes. The Company shall not be required to make any payment or issue any Optioned Shares pursuant to this Option unless adequate provision had been made to satisfy the Company's obligation, if any, to withhold income tax in connection with the exercise of any Option. 4. 5 (d) Certain Risk Factors. Optionee acknowledged that the Shares must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The Optionee understands that the Shares are highly speculative and that they are and shall be illiquid and without a market for the foreseeable future. The Optionee acknowledged that there is no assurance of what, if any, value he or she will realize on the Option or shares and that no representation or warranty to the contrary has been made. (e) Tax Treatment. Optionee acknowledges that the tax treatment of the Option, Optioned Shares, the exercise of the Option or any events or transactions with respect thereto may be dependent upon various factors or events which are not covered by this Agreement and that the Option or the exercise thereof may have serious tax consequences. The Company makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment. Optionee understands and accepts such responsibility for any tax obligations arising in connection herewith. Optionee understands that this Option does not qualify as an incentive stock option under the Code. The Company recommends to Optionee that Optionee obtain his or her own tax advice in connection with the Option and its exercise. 11. Restrictive Covenant and Shareholders' Agreement. As further consideration for the grant of the Option, the Optionee agrees that upon exercise of the Option, in whole or in part, that the Optionee shall enter into and be bound by such terms and provisions of a shareholders' agreement as shall be determined by the Board. Any violation of the Restrictive Covenant at any time as determined by the Company shall cause the immediate termination of this Option without the need for advance notice. 12. Buy Back Provisions. Shares issued on exercise of the Option shall upon issuance be subject to the following restrictions. As used herein, "Restricted Stock" means Shares issued on exercise of the Option which are still subject to the restrictions imposed under this Section that have not yet expired or terminated. (a) Not in limitation of any other restriction herein, Restricted Stock (or any interest therein) may not be sold, assigned, pledged or otherwise transferred or hypothecated (a "Transfer"). (b) If the directorship of the Optionee with the Company is terminated for any reason (including death, retirement in accordance with the Company's established retirement policies and practices, or total disability), the Company shall have the option for 90 days after such termination to purchase for cash all or any part of his Restricted Stock for the fair market value per Share at the date of termination of employment as conclusively determined by the Company's Board of Directors, without the need for an independent valuation or appraisal. A purchase price per share equal to or greater than the then applicable exercise price per share of incentive stock options 5. 6 being granted by the Company at such time shall be deemed fair market value. The restrictions imposed under this paragraph shall apply as well to all shares or other securities issued in respect of Restricted Stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, merger, consolidation or reorganization. (c) The Optionee hereby grants the Company a right of first refusal with regard to any Transfer of the Restricted Stock. To make any Transfer, the Optionee shall have received a bona fide written offer to Transfer (the "Offer") and shall deliver to the Company a true copy of the Offer with all material terms and conditions of such Transfer and the Company shall have 30 days from receipt of such terms to consummate such Offer (as if it was the offeror) and acquire the Restricted Stock on such terms. In the event the Company does not exercise this right, the Optionee will be free to make the Transfer only on the identical terms set forth in the Offer and within 30 days of the expiration of the Company's purchase right. If the terms of the Offer are modified or the Offer is not consummated within such time period, the Optionee must repeat the procedure set forth in this paragraph to Transfer the Restricted Stock. (d) This Section 12 shall expire and terminate with respect to any Restricted Stock on the earliest to occur of the following: (1) The date on which shares of the same class of stock as the Restricted Stock first become Publicly Traded. (2) The tenth anniversary of the date hereof. (e) Any certificates evidencing shares of Restricted Stock may contain such legends as the Company may deem necessary or advisable to reflect and give effect to the restrictions imposed hereunder. 13. Successors and Assigns. This Option shall be binding upon the successors and assigns of the Company, including any corporation that succeeds to the business of the Company by merger, consolidation or acquisition of substantially all of the assets and business of the Company, and employment of the Optionee by the successor corporation shall not be deemed to interrupt continuity of employment for the purposes hereof. 14. General Provisions. (a) Governing Law. This Option will be governed by and construed according to the laws of the State of New Jersey and any dispute hereunder will be submitted to the exclusive original jurisdiction of the Superior Courts of the State of New Jersey, Morris County, or the U.S. District Court, Newark, New Jersey. 6. 7 (b) Severability. It is the intention of the Company and Optionee that the provisions of this Option shall be enforced to the fullest extent permissible under the laws and public policies of each state and jurisdiction in which such enforcement is sought, but that the non-enforceability of any provisions hereof shall not render non-enforceability or impair the remainder of this Option. Accordingly, if any provisions of this Option shall be determined to be invalid or non-enforceable, either in whole or in part, this Option shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Option in order to render the same valid and enforceable to the fullest extent permissible. (c) Amendment. This Option may only be amended, or a right waived hereunder, in a writing signed by the parties hereto. (d) Headings. The headings in this Option are for convenience of reference only and are not part of the substance of this Option and references to the masculine, feminine or neuter shall apply in all cases. OPTIONEE HAS READ THIS AGREEMENT CAREFULLY, HAS HAD AN OPPORTUNITY TO ASK QUESTIONS REGARDING IT AND UNDERSTANDS ITS TERMS. OPTIONEE HAS VOLUNTARILY ENTERED INTO THIS AGREEMENT AND HAS BEEN ADVISED THAT THIS AGREEMENT CONTAINS SERIOUS LEGAL RIGHT AND OBLIGATIONS (INCLUDING POTENTIAL IMPORTANT TAX CONSEQUENCES) AND THAT OPTIONEE MAY HAVE HIS OWN LAWYER REVIEW THIS AGREEMENT BEFORE SIGNING. THINK SYSTEMS CORPORATION By: ---------------------------- ACCEPTED AND AGREED TO: ------------------------------- Optionee Name: Address: Dated: _______________ 7. 8 Schedule A Optionee Name: Number of Optioned Shares: Exercise Price per Share: Commencement Date: Vesting Schedule: Accepted By: --------------------------------- Optionee Signature --------------------------------- Street Address --------------------------------- City, State, Zip EX-99.7 10 FORM OF STOCK OPTION ASSUMPTION AGREEMENT 1 EXHIBIT 99.7 I2 TECHNOLOGIES, INC. STOCK OPTION ASSUMPTION AGREEMENT NON-QUALIFIED STOCK OPTIONS GRANTED BY THINK SYSTEMS CORPORATION OUTSIDE PLAN OPTIONEE: 1~ STOCK OPTION ASSUMPTION AGREEMENT issued as of the 15th day of May, 1997 by i2 Technologies, Inc., a Delaware corporation ("i2 Technologies"). WHEREAS, the undersigned individual ("Optionee") holds one or more outstanding non-qualified stock options to purchase shares of the common stock of Think Systems Corporation, a New Jersey corporation ("TSC"), which are evidenced by a Stock Option Agreement (the "Option Agreement") between TSC and Optionee. WHEREAS, TSC has this day been acquired by i2 Technologies through merger of TSC Acquisition Corporation, a wholly-owned i2 Technologies subsidiary, with and into TSC (the "Merger") pursuant to the Agreement and Plan of Merger dated May 15, 1997, by and among i2 Technologies, TSC and TSC Acquisition Corporation (the "Merger Agreement"). WHEREAS, the provisions of the Merger Agreement require i2 Technologies to assume all obligations of TSC under all outstanding options to purchase shares of TSC Common Stock at the consummation of the Merger and to issue to the holder of each outstanding option an agreement evidencing the assumption of such option. WHEREAS, pursuant to the provisions of the Merger Agreement, the exchange ratio in effect for the Merger is 0.286596 of a share of i2 Technologies common stock ("i2 Technologies Stock") for each outstanding share of TSC Stock (the "Exchange Ratio"). WHEREAS, this Agreement is to become effective immediately upon the consummation of the Merger (the "Effective Time") in order to reflect certain adjustments to Optionee's outstanding options which have become necessary by reason of the assumption of those options by i2 Technologies in connection with the Merger. NOW, THEREFORE, it is hereby agreed as follows: 1. The number of shares of TSC common stock ("TSC Stock") subject to the stock options held by Optionee immediately prior to the Effective Time (the "TSC Options") and the exercise price payable per share are set forth in Exhibit A hereto. i2 Technologies hereby assumes, as of the Effective Time, all the duties and obligations of TSC 2 under each of the TSC Options. In connection with such assumption, the number of shares of i2 Technologies Stock purchasable under each i2 Technologies Option hereby assumed and the exercise price payable thereunder have been adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of i2 Technologies Stock subject to each TSC Option hereby assumed shall be as specified for that option in attached Exhibit B, and the adjusted exercise price payable per share of i2 Technologies Stock under the assumed TSC Option shall be as indicated for that option in attached Exhibit B. 2. The intent of the foregoing adjustments to each assumed TSC Option is to assure that the spread between the aggregate fair market value of the shares of i2 Technologies Stock purchasable under each such option and the aggregate exercise price as adjusted pursuant to this agreement will, immediately after the consummation of the Merger, equal the spread which existed, immediately prior to the Merger, between the then aggregate fair market value of the TSC Stock subject to the TSC Option and the aggregate exercise price in effect at such time under the Option Agreement. Such adjustments are also designed to preserve, immediately after the Merger, on a per share basis, the same ratio of exercise price per option share to fair market value per share which existed under the TSC Option immediately prior to the Merger. 3. The following provisions shall govern each TSC Option hereby assumed by i2 Technologies: (a) Unless the context otherwise requires, all references to the "Company" in each Option Agreement shall mean i2 Technologies, all references to "Common Stock" shall mean shares of i2 Technologies Stock, all references to the "Board" or the "Directors" shall mean the i2 Technologies Board of Directors or Directors. (b) The grant date and the expiration date of each assumed TSC Option and all other provisions which govern either the exercisability or the termination of the assumed TSC Option shall remain the same as set forth in the Option Agreement applicable to that option and shall accordingly govern and control Optionee's rights under this Agreement to purchase i2 Technologies Stock. (c) Pursuant to the terms of the Option Agreements, each TSC Option will automatically accelerate in full and become exercisable for all of the option shares as of the Effective Time. Each TSC Option, as so accelerated, will be assumed by i2 Technologies as of the Effective Time, adjusted in accordance with the provisions of paragraph 1 above, and will remain exercisable for all of the underlying option shares as fully vested shares of i2 Technologies Stock, until the expiration of such option in accordance with the terms of the Option Agreement. 2. 3 (d) The adjusted exercise price payable for the i2 Technologies Stock subject to each assumed TSC Option shall be payable in any of the forms authorized under the Option Agreement applicable to that option. For purposes of determining the holding period of any shares of i2 Technologies Stock delivered in payment of such adjusted exercise price, the period for which such shares were held as TSC Stock prior to the Merger shall be taken into account. (e) In order to exercise each assumed TSC Option, Optionee must deliver to i2 Technologies a written notice of exercise in which the number of shares of i2 Technologies Stock to be purchased thereunder must be indicated. The exercise notice must be accompanied by payment of the adjusted exercise price payable for the purchased shares of i2 Technologies Stock and should be delivered to i2 Technologies at the following address: i2 Technologies, Inc. 909 E. Las Colinas Boulevard, 16th Floor Irving, Texas 75039 Attention: ________________ 4. Except to the extent specifically modified by this Option Assumption Agreement, all of the terms and conditions of each Option Agreement as in effect immediately prior to the Merger shall continue in full force and effect and shall not in any way be amended, revised or otherwise affected by this Stock Option Assumption Agreement. 3. 4 IN WITNESS WHEREOF, i2 Technologies, Inc. has caused this Stock Option Assumption Agreement to be executed on its behalf by its duly-authorized officer as of the ___ day of _____, 1997. I2 TECHNOLOGIES, INC. By: ACKNOWLEDGMENT The undersigned acknowledges receipt of the foregoing Stock Option Assumption Agreement and understands that all rights and liabilities with respect to each of his or her TSC Options hereby assumed by i2 Technologies, Inc. are as set forth in the Option Agreement, the Plan and such Stock Option Assumption Agreement. 1~, OPTIONEE DATED: __________________, 199_ 4. 5 EXHIBIT A Optionee's Outstanding Options to Purchase Shares of Think Systems Corporation Common Stock (Pre-Merger) 6 EXHIBIT B Optionee's Outstanding Options to Purchase Shares of i2 Technologies, Inc. Common Stock (Post-Merger) EX-99.8 11 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT 1 EXHIBIT 99.8 THINK SYSTEMS CORPORATION NON-QUALIFIED STOCK OPTION 1. Option. For valuable consideration, receipt of which is hereby acknowledged, THINK SYSTEMS CORPORATION, a New Jersey corporation (the "Company"), hereby grants to R. SWAMINATHAN ("Optionee"), the managing director of Think Systems Private Limited, an Indian corporation affiliated with the Company (TSI), the right and option (the "Option") to purchase from the Company, subject to the terms and conditions hereof, the number of shares (the "Optioned Shares") of the Company's Common Stock, no par value (the "Common Stock"), at a price per share (the "Option Price") as designated on Schedule A hereto. 2. Terms of Exercise. The Option shall be deemed vested as of the date of this Agreement. No Option shall be exercised as to fewer than 100 shares of Common Stock or, if less, the total number of shares of Common Stock remaining unexercised under the Option, and no Option shall be exercisable with respect to any shares later than ten years after the date the Option is granted. Notwithstanding anything to the contrary in this Agreement, the Option may only be exercised (a) if Indian (and any other applicable) law is complied with; (b) if any necessary governmental approvals are received; and (c) so long as Indian law requires, if paid for through a "cashless" transaction under Section 3, subparagraph (iii) or (v). 3. Notice of Exercise and Payment. An Option shall be exercisable only by delivery of a written notice to the Company's Treasurer specifying the number of shares of Common Stock for which the Option is being exercised. If the shares of Common Stock acquired upon exercise of an Option are not at the time of exercise effectively registered under the Securities Act, the Optionee shall provide to the Company, as a condition to the Optionee's exercise of the Option, a letter, in form and substance satisfactory to the Company, to the effect that the shares are being purchased for the Optionee's own account for investment and not with a view to distribution or resale, and to such other effects as the Company deems necessary or appropriate to comply with federal and applicable state securities laws. Payment shall be made in full at the time the Option is exercised. Payment shall be made by: (i) cash; (ii) delivery and assignment to the Company of shares of Common Stock owned by the Optionee; (iii) delivery of a statement to the Company directing the Company to withhold so many of the shares of Common 2 Stock that would otherwise have been delivered upon the exercise of the Option as equals the number of shares of Common Stock that would have been transferred to the Company if the purchase price had been paid with shares of Common Stock owned by the Optionee; (iv) a combination of (i), (ii) and (iii); or (v) delivery of a written exercise notice, including irrevocable instructions to the Company to deliver the stock certificates issuable upon exercise of the Option directly to a broker named in the notice that has agreed to participate in a "cashless" exercise on behalf of the Optionee; except that payment pursuant to subparagraph (v) above shall be permitted only if the shares of Common Stock of the Company are "Publicly Traded." "Publicly Traded" shall mean the Common Stock of the Company is listed or admitted to unlisted trading privileges on a national securities exchange or as to which sales or bid and offer quotations are reported in the automated quotation system ("NASDAQ") by the National Association of Securities Dealers Inc. ("NASD"). Upon the Optionee's satisfaction of all conditions required for the exercise of the Option and payment in full of the purchase price for the shares being acquired, the Company shall, within a reasonable period of time following such exercise, deliver a certificate representing the shares of Common Stock so acquired; provided, that the Company may postpone issuance and delivery of shares upon any exercise of an Option to the extent necessary or advisable to comply with applicable exchange listing requirements, NASD requirements, or federal or state securities laws. 4. Nontransferability of Option. No Option shall be transferable by the Optionee otherwise than by will or the laws of descent and distribution and shall be exercisable during the Optionee's lifetime only by the Optionee (or the Optionee's guardian or legal representative). 5. Intentionally omitted. 6. Adjustment for Changes in Capitalization. Appropriate and equitable adjustment shall be made in the number, kind and option price of shares of Common Stock subject to the Option to give effect to any changes in the outstanding Common Stock by reason of any stock dividend, stock split, stock combination, merger, consolidation, reorganization, recapitalization or any other change in the capital structure of the Company affecting the Common Stock after the date hereof. 2. 3 7. Liquidation or Dissolution. In the event of the liquidation or dissolution of the Company, each outstanding Option shall terminate. 8. Rights of Optionees. An Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Option until the date the Option has been exercised and the full purchase price for such shares has been received by the Company. 9. Interpretation. Any question of interpretation or application of the terms of this Option shall be determined by the Board of Directors of the Company, and the determination of the Board shall be final and binding for all purposes upon the Optionee and upon any person claiming by, through or under the Optionee. 10. Limitations on Exercise, Obligations of Company to Issue Shares, Tax Treatment. (a) Violation of Law. Notwithstanding any other provision hereof, the Optionee, for the Optionee and the Optionee's successors, if any, agrees that the Optionee will not be permitted to exercise the Option granted hereby, and no shares of Common Stock shall be issued to the Optionee or the Optionee's successor hereunder, if the exercise hereof or the issuance of such shares shall constitute a violation of any provision of law or regulation of any governmental authority. (b) Registration. The Company shall not be required to issue any Optioned Shares unless such shares are at the time effectively registered or exempt from registration under the Securities Act of 1933, as amended. If, at the time of the exercise of this Option in whole or in part, in the opinion of counsel for the Company it is necessary or desirable in order to comply with any applicable law or regulation relating to the issuance or sale of securities, the Optionee shall agree and represent that the Optionee is acquiring the Optioned Shares for investment and not with any present intention to resell the same and that the Optionee will dispose of such shares only in compliance with such laws and regulations, and the Optionee will upon the request of the Company, execute and deliver to the Company an agreement to such effect. Any certificate representing the optioned shares may bear applicable restrictive legends. (c) Withholding of Income Taxes. The Company shall not be required to make any payment or issue any Optioned Shares pursuant to this Option unless adequate provision had been made to satisfy the Company's obligation, if any, to withhold income tax in connection with the exercise of any Option. (d) Certain Risk Factors. Optionee acknowledged that the Shares must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The Optionee understands that the Shares are highly speculative and that they are and shall be illiquid and without a market for 3. 4 the foreseeable future. The Optionee acknowledged that there is no assurance of what, if any, value he or she will realize on the Option or shares and that no representation or warranty to the contrary has been made. (e) Tax Treatment. Optionee acknowledges that the tax treatment of the Option, Optioned Shares, the exercise of the Option or any events or transactions with respect thereto may be dependent upon various factors or events which are not covered by this Agreement and that the Option or the exercise thereof may have serious tax consequences. The Company makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment. Optionee understands and accepts such responsibility for any tax obligations arising in connection herewith. Optionee understands that this Option does not qualify as an incentive stock option under the Code. The Company recommends to Optionee that Optionee obtain his or her own tax advice in connection with the Option and its exercise. 11. Restrictive Covenant and Shareholders' Agreement. As further consideration for the grant of the Option, the Optionee agrees that upon exercise of the Option, in whole or in part, that the Optionee shall enter into and be bound by such terms and provisions of a shareholders' agreement as shall be determined by the Board. Any violation of the Restrictive Covenant at any time as determined by the Company shall cause the immediate termination of this Option without the need for advance notice. 12. Buy Back Provisions. Shares issued on exercise of the Option shall upon issuance be subject to the following restrictions. As used herein, "Restricted Stock" means Shares issued on exercise of the Option which are still subject to the restrictions imposed under this Section that have not yet expired or terminated. (a) Not in limitation of any other restriction herein, Restricted Stock (or any interest therein) may not be sold, assigned, pledged or otherwise transferred or hypothecated (a "Transfer"). (b) If the employment of the Optionee with TSI is terminated for any reason (including death, retirement in accordance with the Company's established retirement policies and practices, or total disability), the Company shall have the option for 90 days after such termination to purchase for cash all or any part of his Restricted Stock for the fair market value per Share at the date of termination of employment as conclusively determined by the Company's Board of Directors, without the need for an independent valuation or appraisal. A purchase price per share equal to or greater than the then applicable exercise price per share of incentive stock options being granted by the Company at such time shall be deemed fair market value. The restrictions imposed under this paragraph shall apply as well to all shares or other securities issued in respect of Restricted Stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, merger, consolidation or reorganization. 4. 5 (c) The Optionee hereby grants the Company a right of first refusal with regard to any Transfer of the Restricted Stock. To make any Transfer, the Optionee shall have received a bona fide written offer to Transfer (the "Offer") and shall deliver to the Company a true copy of the Offer with all material terms and conditions of such Transfer and the Company shall have 30 days from receipt of such terms to consummate such Offer (as if it was the offeror) and acquire the Restricted Stock on such terms. In the event the Company does not exercise this right, the Optionee will be free to make the Transfer only on the identical terms set forth in the Offer and within 30 days of the expiration of the Company's purchase right. If the terms of the Offer are modified or the Offer is not consummated within such time period, the Optionee must repeat the procedure set forth in this paragraph to Transfer the Restricted Stock. (d) This Section 12 shall expire and terminate with respect to any Restricted Stock on the earliest to occur of the following: (i) The date on which shares of the same class of stock as the Restricted Stock first become Publicly Traded. (ii) The tenth anniversary of the date hereof. (e) Any certificates evidencing shares of Restricted Stock may contain such legends as the Company may deem necessary or advisable to reflect and give effect to the restrictions imposed hereunder. 13. Successors and Assigns. This Option shall be binding upon the successors and assigns of the Company, including any corporation that succeeds to the business of the Company by merger, consolidation or acquisition of substantially all of the assets and business of the Company, and employment of the Optionee by the successor corporation shall not be deemed to interrupt continuity of employment for the purposes hereof. 14. General Provisions. (a) Governing Law. This Option will be governed by and construed according to the laws of the State of New Jersey and any dispute hereunder will be submitted to the exclusive original jurisdiction of the Superior Courts of the State of New Jersey, Morris County, or the U.S. District Court, Newark, New Jersey. (b) Severability. It is the intention of the Company and Optionee that the provisions of this Option shall be enforced to the fullest extent permissible under the laws and public policies of each state and jurisdiction in which such enforcement is sought, but that the non-enforceability of any provisions hereof shall not render non-enforceability or impair the remainder of this Option. Accordingly, if any provisions of this Option shall be determined to be invalid or non-enforceable, either in 5. 6 whole or in part, this Option shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Option in order to render the same valid and enforceable to the fullest extent permissible. (c) Amendment. This Option may only be amended, or a right waived hereunder, in a writing signed by the parties hereto. (d) Headings. The headings in this Option are for convenience of reference only and are not part of the substance of this Option and references to the masculine, feminine or neuter shall apply in all cases. OPTIONEE HAS READ THIS AGREEMENT CAREFULLY, HAS HAD AN OPPORTUNITY TO ASK QUESTIONS REGARDING IT AND UNDERSTANDS ITS TERMS. OPTIONEE HAS VOLUNTARILY ENTERED INTO THIS AGREEMENT AND HAS BEEN ADVISED THAT THIS AGREEMENT CONTAINS SERIOUS LEGAL RIGHT AND OBLIGATIONS (INCLUDING POTENTIAL IMPORTANT TAX CONSEQUENCES) AND THAT OPTIONEE MAY HAVE HIS OWN LAWYER REVIEW THIS AGREEMENT BEFORE SIGNING. THINK SYSTEMS CORPORATION By: --------------------------- ACCEPTED AND AGREED TO: ----------------------------- Optionee Name: Address: Dated: _______________ 6. 7 Think Systems Corporation Incentive Stock Options Schedule A Optionee Name: R. Swaminathan Number of Optioned Shares: 40,000 Exercise Price per Share: $0.50 Vesting Schedule: All shares vested at date of grant. Accepted By: --------------------------- Optionee Signature --------------------------- Street Address --------------------------- City, State, Zip EX-99.9 12 FORM OF STOCK OPTION ASSUMPTION AGREEMENT 1 EXHIBIT 99.9 I2 TECHNOLOGIES, INC. STOCK OPTION ASSUMPTION AGREEMENT NON-QUALIFIED STOCK OPTIONS GRANTED BY THINK SYSTEMS CORPORATION OUTSIDE PLAN OPTIONEE: R. Swaminathan STOCK OPTION ASSUMPTION AGREEMENT issued as of the 15th day of May, 1997 by i2 Technologies, Inc., a Delaware corporation ("i2 Technologies"). WHEREAS, the undersigned individual ("Optionee") holds one or more outstanding non-qualified stock options to purchase shares of the common stock of Think Systems Corporation, a New Jersey corporation ("TSC"), which are evidenced by a Stock Option Agreement (the "Option Agreement") between TSC and Optionee. WHEREAS, TSC has this day been acquired by i2 Technologies through merger of TSC Acquisition Corporation, a wholly-owned i2 Technologies subsidiary, with and into TSC (the "Merger") pursuant to the Agreement and Plan of Merger dated May 15, 1997, by and among i2 Technologies, TSC and TSC Acquisition Corporation (the "Merger Agreement"). WHEREAS, the provisions of the Merger Agreement require i2 Technologies to assume all obligations of TSC under all outstanding options to purchase shares of TSC Common Stock at the consummation of the Merger and to issue to the holder of each outstanding option an agreement evidencing the assumption of such option. WHEREAS, pursuant to the provisions of the Merger Agreement, the exchange ratio in effect for the Merger is 0.286596 of a share of i2 Technologies common stock ("i2 Technologies Stock") for each outstanding share of TSC Stock (the "Exchange Ratio"). WHEREAS, this Agreement is to become effective immediately upon the consummation of the Merger (the "Effective Time") in order to reflect certain adjustments to Optionee's outstanding options which have become necessary by reason of the assumption of those options by i2 Technologies in connection with the Merger. NOW, THEREFORE, it is hereby agreed as follows: 1. The number of shares of TSC common stock ("TSC Stock") subject to the stock options held by Optionee immediately prior to the Effective Time (the "TSC Options") and the exercise price payable per share are set forth in Exhibit A hereto. i2 Technologies hereby assumes, as of the Effective Time, all the duties and obligations of TSC 2 under each of the TSC Options. In connection with such assumption, the number of shares of i2 Technologies Stock purchasable under each i2 Technologies Option hereby assumed and the exercise price payable thereunder have been adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of i2 Technologies Stock subject to each TSC Option hereby assumed shall be as specified for that option in attached Exhibit B, and the adjusted exercise price payable per share of i2 Technologies Stock under the assumed TSC Option shall be as indicated for that option in attached Exhibit B. 2. The intent of the foregoing adjustments to each assumed TSC Option is to assure that the spread between the aggregate fair market value of the shares of i2 Technologies Stock purchasable under each such option and the aggregate exercise price as adjusted pursuant to this agreement will, immediately after the consummation of the Merger, equal the spread which existed, immediately prior to the Merger, between the then aggregate fair market value of the TSC Stock subject to the TSC Option and the aggregate exercise price in effect at such time under the Option Agreement. Such adjustments are also designed to preserve, immediately after the Merger, on a per share basis, the same ratio of exercise price per option share to fair market value per share which existed under the TSC Option immediately prior to the Merger. 3. The following provisions shall govern each TSC Option hereby assumed by i2 Technologies: (a) Unless the context otherwise requires, all references to the "Company" in each Option Agreement shall mean i2 Technologies, all references to "Common Stock" shall mean shares of i2 Technologies Stock, all references to the "Board" or the "Directors" shall mean the i2 Technologies Board of Directors or Directors. (b) The grant date and the expiration date of each assumed TSC Option and all other provisions which govern either the exercisability or the termination of the assumed TSC Option shall remain the same as set forth in the Option Agreement applicable to that option and shall accordingly govern and control Optionee's rights under this Agreement to purchase i2 Technologies Stock. (c) The adjusted exercise price payable for the i2 Technologies Stock subject to each assumed TSC Option shall be payable in any of the forms authorized under the Option Agreement applicable to that option. For purposes of determining the holding period of any shares of i2 Technologies Stock delivered in payment of such adjusted exercise price, the period for which such shares were held as TSC Stock prior to the Merger shall be taken into account. 2. 3 (d) In order to exercise each assumed TSC Option, Optionee must deliver to i2 Technologies a written notice of exercise in which the number of shares of i2 Technologies Stock to be purchased thereunder must be indicated. The exercise notice must be accompanied by payment of the adjusted exercise price payable for the purchased shares of i2 Technologies Stock and should be delivered to i2 Technologies at the following address: i2 Technologies, Inc. 909 E. Las Colinas Boulevard, 16th Floor Irving, Texas 75039 Attention: ________________ 4. Except to the extent specifically modified by this Option Assumption Agreement, all of the terms and conditions of each Option Agreement as in effect immediately prior to the Merger shall continue in full force and effect and shall not in any way be amended, revised or otherwise affected by this Stock Option Assumption Agreement. 3. 4 IN WITNESS WHEREOF, i2 Technologies, Inc. has caused this Stock Option Assumption Agreement to be executed on its behalf by its duly-authorized officer as of the ___ day of _____, 1997. I2 TECHNOLOGIES, INC. By:_________________________________ ACKNOWLEDGMENT The undersigned acknowledges receipt of the foregoing Stock Option Assumption Agreement and understands that all rights and liabilities with respect to each of his or her TSC Options hereby assumed by i2 Technologies, Inc. are as set forth in the Option Agreement, the Plan and such Stock Option Assumption Agreement. ___________________________________ R. SWAMINATHAN, OPTIONEE DATED: __________________, 199_ 4. 5 EXHIBIT A Optionee's Outstanding Options to Purchase Shares of Think Systems Corporation Common Stock (Pre-Merger) 6 EXHIBIT B Optionee's Outstanding Options to Purchase Shares of i2 Technologies, Inc. Common Stock (Post-Merger) EX-99.10 13 OPTIMAX SYSTEMS CORPORATION STOCK OPTION PLAN 1 EXHIBIT 99.10 OPTIMAX SYSTEMS CORPORATION STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. This stock option plan (the "Plan") is intended to encourage ownership of the stock of OPTIMAX SYSTEMS CORPORATION, a Delaware corporation (the "Company") by employees and advisors of the Company and its subsidiaries, to induce qualified personnel to enter and remain in the employ of the Company or its subsidiaries and otherwise to provide additional incentive for optionees to promote the success of its business. 2. STOCK SUBJECT TO THE PLAN. (a) The total number of shares of the authorized but unissued or Treasury shares of the common stock, $0.001 par value, of the Company ("Common Stock") for which options may be granted under the Plan shall not exceed Six Hundred Twenty-Five Thousand (625,000) shares, subject to adjustment as provided in Section 12 hereof. (b) If an option granted hereunder shall expire or terminate for any reason without having vested fully or having been exercised in full, the unvested and/or unpurchased shares subject thereto shall again be available for subsequent option grants under the Plan. (c) Stock issuable upon exercise of an option granted under the Plan may be subject to such restrictions on transfer, repurchase rights or other restrictions as shall be determined by the Board of Directors. 2 3. ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered by the Board of Directors of the Company (the "Board of Directors"). No member of the Board of Directors shall act upon any matter exclusively affecting any option granted or to be granted to himself or herself under the Plan. A majority of the members of the Board of Directors shall constitute a quorum, and any action may be taken by a majority of those present and voting at any meeting. The decision of the Board of Directors as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The selection of persons for participation in the Plan and all decisions concerning the timing, pricing and amount of any grant or award under the Plan shall be made solely by the Board of Directors. The Board of Directors shall have authority, subject to the express provisions of the Plan, to construe the respective option agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective option agreements, which may but need not be identical, and to make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. The Board of Directors may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. No director shall be liable for any action or determination made in good faith. 2. 3 (b) The Board of Directors may, in its discretion, delegate its powers, duties and responsibilities to a committee (the "Committee") consisting of two or more directors, each of whom is a "Non-Employee Director" (as defined from time to time in Rule 16b-3 promulgated under the Securities and Exchange Act of 1934). The selection of persons for participation in the Plan and all decisions concerning the timing, pricing and amount of any grant or award under the Plan shall be made solely by the Committee, if so appointed. The Board of Directors may at any time and from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Committee however caused. The Committee shall choose one of its members as Chairman and shall hold meetings at such times and places as it shall deem advisable. A majority of the members of the Committee shall constitute a quorum and any action may be taken by a majority of those present and voting at any meeting. Any action may also be taken without the necessity of a meeting by a written instrument signed by a majority of the Committee. The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Committee shall have the authority to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option agreement granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. No Committee member shall be liable for any action or 3. 4 determination made in good faith. If a committee is so appointed, all references to the Board of Directors herein shall mean and relate to such committee, unless the context otherwise requires. 4. TYPE OF OPTIONS. Options granted pursuant to the Plan shall be authorized by action of the Board of Directors and may be designated as either incentive stock options meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or non-qualified options which are not intended to meet the requirements of such Section 422 of the Code, the designation to be in the sole discretion of the Board of Directors. The Plan shall be administered by the Board of Directors in such manner as to permit options to qualify as incentive stock options under the Code. 5. ELIGIBILITY. Options designated as incentive stock options shall be granted only to key employees (including officers and directors who are also employees) of the Company and its subsidiaries. Options designated as non-qualified options may be granted to officers, key employees and consultants, advisors, non-employees directors of the Company or of any of its subsidiaries. "Subsidiary" or "subsidiaries" shall be as defined in Section 424 of the Code and the Treasury Regulations promulgated thereunder (the "Regulations"). Directors who are not otherwise employees of or advisors to the Company or a subsidiary shall not be eligible to be granted an option pursuant to the Plan. The Board of Directors shall, from time to time, at its sole discretion, select from such eligible individuals, those to whom options shall be granted and shall 4. 5 determine the number of shares to be subject to each option. In determining the eligibility of an individual to be granted an option, as well as in determining the number of shares to be granted to any individual, the Board of Directors in its sole discretion shall take into account the position and responsibilities of the individual being considered, the nature and value to the Company or its subsidiaries of his or her service and accomplishments, his or her present and potential contribution to the success of the Company or its subsidiaries, and such other factors as the Board of Directors may deem relevant. No option designated as an incentive stock option shall be granted to any employee of the Company or any subsidiary if such employee owns, immediately prior to the grant of an option, stock representing more than 10% of the voting power or more than 10% of the value of all classes of stock of the Company or a parent or a subsidiary, unless the purchase price for the stock under such option shall be at least 110% of its fair market value at the time such option is granted and the option, by its terms, shall not be exercisable more than five years from the date it is granted. In determining the stock ownership under this paragraph, the provisions of Section 424(d) of the Code shall be controlling. In determining the fair market value under this paragraph, the provisions of Section 7 hereof shall apply. 6. OPTION AGREEMENT. Each option shall be evidenced by an option agreement (the "Agreement") duly executed on behalf of the Company and by the optionee to whom such option is granted, which Agreement shall comply with and be subject to the terms and conditions of the Plan. The Agreement may contain such other 5. 6 terms, provisions and conditions which are not inconsistent with the Plan as may be determined by the Board of Directors, provided that options designated as incentive stock options shall meet all of the conditions for incentive stock options as defined in Section 422 of the Code. The date of grant of an option shall be as determined by the Board of Directors. More than one option may be granted to an individual. 7. OPTION PRICE. The option price or prices of shares of the Company's Common Stock for options designated as non- qualified stock options shall be the price or prices determined by the Board of Directors. The option price or prices of shares of the Company's Common Stock for incentive stock options shall be the fair market value of such Common Stock at the time the option is granted as determined by the Board of Directors in accordance with the Regulations promulgated under Section 422 of the Code. If such shares are then listed on any national securities exchange, the fair market value shall be the mean between the high and low sales prices, if any, on the largest such exchange on the business day immediately preceding the date of the grant of the option or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales prices on the nearest date before and the nearest date after the date of grant in accordance with Treasury Regulations Section 25.2512-2. If the shares are not then listed on any such exchange, the fair market value of such shares shall be the mean between the high and low sales prices, if any, as reported in the National Association of Securities Dealers Automated Quotation National Market ("NASDAQ/NM") for the business day immediately preceding the date of the grant of the option, or, if none, shall be determined by taking a weighted average of the means 6. 7 between the highest and lowest sales on the nearest date before and the nearest date after the date of grant in accordance with Treasury Regulations Section 25.2512-2. If the shares are not then either listed on any such exchange or quoted in NASDAQ/NM, the fair market value shall be the mean between the average of the "Bid" and the average of the "Ask" prices, if any, as reported in the National Daily Quotation Service for the business day immediately preceding the date of the grant of the option, or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales prices on the nearest date before and the nearest date after the date of grant in accordance with Treasury Regulations Section 25.2512-2. If the fair market value cannot be determined under the preceding three sentences, it shall be determined in good faith by the Board of Directors. 8. MANNER OF PAYMENT; MANNER OF EXERCISE. (a) Options granted under the Plan may provide for the payment of the exercise price, as determined by the Board of Directors, by delivery of (i) cash or a check payable to the order of the Company in an amount equal to the exercise price of such options, (ii) shares of Common Stock of the Company owned by the optionee having a fair market value equal in amount to the exercise price of the options being exercised, or (iii) any combination of (i) and (ii), provided, however, that payment of the exercise price by delivery of shares of Common Stock of the Company owned by such optionee may be made only if such payment does not result in a charge to earnings for financial accounting purposes as determined by the Board of Directors, or (iv) payment may also be made by delivery of a properly executed exercise notice to the Company, 7. 8 together with a copy of irrevocable instruments to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price. The fair market value of any shares of the Company's Common Stock which may be delivered upon exercise of an option shall be determined by the Board of Directors in accordance with Section 7 hereof. To facilitate clause (iv) above, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. The date of exercise shall be the date of delivery of such exercise notice or payment. (b) To the extent that the right to purchase shares under an option has accrued and is in effect, options may be exercised in full at one time or in part from time to time, by giving written notice, signed by the person or persons exercising the option, to the Company, stating the number of shares with respect to which the option is being exercised, accompanied by payment in full for such shares as provided in subparagraph (a) above. Upon such exercise, delivery of a certificate for paid-up non-assessable shares shall be made at the principal office of the Company to the person or persons exercising the option at such time, during ordinary business hours, after five (5) but not more than twenty (20) business days from the date of receipt of the notice by the Company, as shall be designated in such notice, or at such time, place and manner as may be agreed upon by the Company and the person or persons exercising the option. Upon exercise of the option and payment as provided above, the optionee shall become a shareholder of the Company as to the Shares acquired upon such exercise. 9. EXERCISE OF OPTIONS. Except as otherwise determined from time to time by the Board of Directors, options granted under the Plan shall, subject to 8. 9 Section 10(b) and Section 12 hereof, not be exercisable during the first twelve (12) months after the date of grant. Thereafter, options shall become exercisable as to two and five-sixtieths percent (2-5/60%) of the shares covered thereby upon the expiration of each of the next forty-eight (48) months thereafter. To the extent that an option to purchase shares is not exercised by an optionee when it becomes initially exercisable, it shall not expire but shall be carried forward and shall be exercisable, on a cumulative basis, until the expiration of the exercise period. No partial exercise may be made for less than one hundred (100) full shares of Common Stock. Notwithstanding the foregoing, the Board of Directors may in its discretion (i) specifically provide for another time or times of exercise or (ii) accelerate the exercisability of any option subject to such terms and conditions as the Board of Directors deems necessary and appropriate. 10. TERM OF OPTIONS; EXERCISABILITY. (a) Term. (1) Each option shall expire not more than ten (10) years from the date of the granting thereof, but shall be subject to earlier termination as herein provided. (2) Except as otherwise provided in this Section 10, an option granted to any employee optionee who ceases to be an employee of the Company or one or its subsidiaries shall terminate upon the expiration of sixty (60) days after the date such optionee ceases to be an employee of the Company or one or its subsidiaries, or on 9. 10 the date on which the option expires by its terms, whichever occurs first. (3) If such termination of employment is because of dismissal for cause or because the employee is in breach of any employment agreement, such option will terminate on the date the optionee ceases to be an employee of the Company or one of its subsidiaries. (4) If such termination of employment is because the optionee has become permanently disabled (within the meaning of Section 22(e)(3) of the Code), such option shall terminate upon the expiration of one (1) year from the date such optionee ceases to be an employee, or on the date on which the option expires by its terms, whichever occurs first. (5) In the event of the death of any optionee, any option granted to such optionee shall terminate upon the expiration of one (1) year from the date of death, or on the date on which the option expires by its terms, whichever occurs first. (6) Notwithstanding subparagraphs (2), (3), (4) and (5) above, the Board of Directors shall have the authority to extend the expiration date of any outstanding option in circumstances in which it deems such action to be appropriate, provided that no such extension shall extend the term of an option beyond the date on which the option would have expired if no termination of the optionee's employment had occurred. (b) Exercisability. Except as otherwise determined by the Board of Directors in specific cases, and option granted to an employee optionee who ceases to be an employee of the Company or one of its subsidiaries, including by reason of such 10. 11 employee's death or disability, shall be exercisable only to the extent that the right to purchase shares under such option has accrued and is in effect on the date such optionee ceases to be an employee of the Company or one of its subsidiaries. 11. OPTIONS NOT TRANSFERABLE. The right of any optionee to exercise any option granted to him or her shall not be assignable or transferable by such optionee otherwise than by will or the laws of descent and distribution, and any such option shall be exercisable during the lifetime of such optionee only by him. Any option granted under the Plan shall be null and void and without effect upon the bankruptcy of the optionee to whom the option is granted, or upon any attempted assignment or transfer, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce, trustee process or similar process, whether legal or equitable, upon such option. 12. RECAPITALIZATIONS, REORGANIZATIONS AND THE LIKE. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of shares as to which options may be granted under the Plan and as to which outstanding options or portions thereof then unexercised shall be exercisable, to the end that the proportionate interest of the optionee shall be 11. 12 maintained as before the occurrence of such event; such adjustment in outstanding options shall be made without change in the total price applicable to the unexercised portion of such options and with a corresponding adjustment in the option price per share. (b) In addition, unless otherwise as determined by the Board of Directors in its sole discretion, in the case of any (i) sale or conveyance to another entity of all or substantially all of the property and assets of the Company, including, without limitation, by way of merger or consolidation, or (ii) Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the optionee the same kind of consideration that is delivered to the shareholders of the Company as a result of such sale, conveyance or Change in Control, or the Board of Directors may cancel all outstanding options in exchange for consideration in cash or in kind, which consideration in both cases shall be equal in value to the value of those shares of stock or other securities the optionee would have received had the option been exercised (to the extent then exercisable) and no disposition of the shares acquired upon such exercise been made prior to such sale, conveyance or Change in Control, less the option price therefor. Upon receipt of such consideration by the optionee, his or her option shall immediately terminate and be of no further force and effect. The value of the stock or other securities the optionee would have received if the option had been exercised shall be determined in good faith by the Board of Directors, and in the case of shares of the Common Stock of the Company, in accordance with the provisions of Section 7 hereof. The Board of Directors 12. 13 shall also have the power and right to accelerate the exercisability of any options, notwithstanding any limitations in this Plan or in the Agreement upon such a sale, conveyance or Change in Control. Upon such acceleration, any option or portion thereof originally designated as incentive stock options that no longer qualify as incentive stock options under Section 422 of the Code as a result of such acceleration shall be redesignated as non-qualified stock options. A "Change in Control" shall be deemed to have occurred if any person, or any two or more persons acting as a group, and all affiliates of such person or persons, who prior to such time owned less than fifty percent (50%) of the then outstanding Common Stock of the Company, shall acquire, whether by purchase, exchange, tender offer, merger, consolidation or otherwise, such additional shares of the Company's Common Stock in one or more transactions, or series of transactions, such that following such transaction or transactions, such person or group and affiliates beneficially own fifty percent (50%) or more of the Company's Common Stock outstanding. (c) Upon dissolution or liquidation of the Company, all options granted under this Plan shall terminate, but each optionee (if at such time in the employ of or otherwise associated with the Company or any of its subsidiaries) shall have the right, immediately prior to such dissolution or liquidation, to exercise his or her option to the extent then exercisable. (d) No fraction of a share shall be purchasable or deliverable upon the exercise of any option, but in the event any adjustment hereunder of the number of 13. 14 shares covered by the option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares. 13. NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in the Plan or in any option granted under the Plan shall confer upon any option holder any right with respect to the continuation of his or her employment by the Company (or any subsidiary) or interfere in any way with the right of the Company (or any subsidiary), subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the option holder from the rate in existence at the time of the grant of an option. Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined by the Board of Directors at the time. 14. WITHHOLDING. The Company's obligation to deliver shares upon the exercise of any option granted under the Plan shall be subject to the option holder's satisfaction of all applicable Federal, state and local income, excise, employment and any other tax withholding requirements. 15. RESTRICTIONS ON ISSUE OF SHARES. (a) Notwithstanding the provisions of Section 8, the Company may delay the issuance of shares covered by the exercise of an option and the delivery of a certificate for such shares until one of the following conditions shall be satisfied: (i) The shares with respect to which such option has been exercised are at the time of the issue of such shares effectively registered or qualified 14. 15 under applicable Federal and state securities acts now in force or as hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such shares are exempt from registration and qualification under applicable Federal and state securities acts now in force or as hereafter amended. (b) It is intended that all exercises of options shall be effective, and the Company shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Company shall be under no obligation to qualify shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purpose of covering the issue of shares in respect of which any option may be exercised, except as otherwise agreed to by the Company in writing. 16. PURCHASE FOR INVESTMENT; RIGHTS OF HOLDER ON SUBSEQUENT REGISTRATION. Unless the shares to be issued upon exercise of an option granted under the Plan have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Company shall be under no obligation to issue any shares covered by any option unless the person who exercises such option, in whole or in part, shall give a written representation and undertaking to the Company which is satisfactory in form and scope to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that he or she is acquiring the shares issued pursuant to such exercise of the option for his or her own account as 15. 16 an investment and not with a view to, or for sale in connection with, the distribution of any such shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act of 1933, or any other applicable law, and that if shares are issued without such registration, a legend to this effect may be endorsed upon the securities so issued. In the event that the Company shall, nevertheless, deem it necessary or desirable to register under the Securities Act of 1933 or other applicable statutes any shares with respect to which an option shall have been exercised, or to qualify any such shares for exemption from the Securities Act of 1933 or other applicable statutes, then the Company may take such action and may require from each optionee such information in writing for use in any registration statement, supplementary registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary for such purpose and may require reasonable indemnity to the Company and its officers and directors and controlling persons from such holder against all losses, claims, damages and liabilities arising from such use of the information so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. 17. LOANS. The Company may not make loans to optionees to permit them to exercise options. 18. MODIFICATION OF OUTSTANDING OPTIONS. The Board of Directors may authorize the amendment of any outstanding option with the consent of the optionee 16. 17 when and subject to such conditions as are deemed to be in the best interests of the Company and in accordance with the purposes of this Plan. 19. APPROVAL OF STOCKHOLDERS. The Plan shall be subject to approval by the vote of stockholders holding at least a majority of the voting stock of the Company present, or represented, and entitled to vote at a duly held stockholders' meeting, or by written consent of the stockholders as provided for under applicable state law, within twelve (12) months after the adoption of the Plan by the Board of Directors and shall take effect as of the date of adoption by the Board of Directors upon such approval. The Board of Directors may grant options under the Plan prior to such approval, but any such option shall become effective as of the date of grant only upon such approval and, accordingly, no such option may be exercisable prior to such approval. 20. TERMINATION AND AMENDMENT. Unless sooner terminated as herein provided, the Plan shall terminate ten (10) years from the date upon which the Plan was duly adopted by the Board of Directors. The Board of Directors may at any time terminate the Plan or make such modification or amendment thereof as it deems advisable; provided, however, that except as provided in this Section 20, the Board of Directors may not, without the approval of the stockholders of the Company obtained in the manner stated in Section 19, increase the maximum number of shares for which options may be granted or change the designation of the class of persons eligible to receive options under the Plan, or make any other change in the Plan which requires stockholder approval under applicable law or regulations, including any approval requirement which is a prerequisite for exemptive relief under Section 16 of the 17. 18 Securities Exchange Act of 1934. The Board of Directors may grant options to persons subject to Section 16(b) of the Securities and Exchange Act of 1934 after an amendment to the Plan by the Board of Directors requiring stockholder approval under Section 20, but any such option shall become effective as of the date of grant only upon such approval and, accordingly, no such option may be exercisable prior to such approval. The Board of Directors may terminate, amend or modify any outstanding option without the consent of the option holder, provided, however, that, except as provided in Section 12, without the consent of the optionee, the Board of Directors shall not change the number of shares subject to an option, nor the exercise price thereof, nor extend the term of such option. 21. RESERVATION OF STOCK. The Company shall at all times during the term of the Plan reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements of the Plan and shall pay all fees and expenses necessarily incurred by the Company in connection therewith. 22. LIMITATION OF RIGHTS IN THE OPTION SHARES. An optionee shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the options except to the extent that the option shall have been exercised with respect thereto and, in addition, a certificate shall have been issued theretofore and delivered to the optionee. 23. NOTICES. Any communication or notice required or permitted to be given under the Plan shall be in writing, and mailed by registered or certified mail or delivered by hand, if to the Company, to its principal place of business, attention: 18. 19 President, and, if to an optionee, to the address as appearing on the records of the Company. 19. EX-99.11 14 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT 1 EXHIBIT 99.11 OPTIMAX SYSTEMS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT entered into as of the twelfth day of December, 1996 by and between OPTIMAX SYSTEMS CORPORATION, a Delaware corporation (the "Company") and the undersigned employee of the Company (the "Employee"). The Company desires to afford the Employee an opportunity to purchase shares of its common stock ($.001 par value) ("Shares") to carry out the purposes of the Optimax Systems Corporation Stock Option Plan (the "Plan"). Section 6 of the Plan provides that each option is to be evidenced by an option agreement, setting forth the terms and conditions of the option. ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements contained herein, the Company and the Employee hereby agree as follows: 1. Grant of Option. The Company hereby irrevocably grants to the Employee a non-qualified stock option (the "Option") to purchase all or any part of an aggregate of 31,125 Shares on the terms and conditions hereinafter set forth. 2. Purchase Price. The purchase price ("Purchase Price") for the Shares covered by the Option shall be $0.57 per Share. 3. Time and Manner of Exercise of Option. (a) The Option shall not be exercisable until June 30, 1997, but shall become exercisable as to 648 Shares, rounded up to the nearest whole share, on such date and cumulatively exercisable as to an additional 648 Shares, rounded up to the nearest whole share, per month upon the expiration of each of the next forty-seven (47) months thereafter. (b) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full at one time or in part from time to time, by giving written notice, signed by the person or persons exercising the Option, to the Company, stating the number of Shares with respect to which the Option is being exercised, accompanied by payment in full of the Price for such Shares in cash. There shall be no exercise at any one time as to fewer than One Hundred (100) Shares or all of the remaining Shares then purchasable by the person or persons exercising the Option, if fewer than One Hundred (100) Shares. Upon such exercise, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the 2 Company to the person or persons exercising the Option at such time, during ordinary business hours, after fifteen (15) days but not more than thirty (30) days from the date of receipt of the notice by the Company, as shall be designated in such notice, or at such time, place and manner as may be agreed upon by the Company and the person or persons exercising the Option. (c) The Company shall at all times during the term of the Option reserve and keep available such number of shares of its common stock as will be sufficient to satisfy the requirements of the Option, shall pay all original issue and transfer taxes with respect to the issue and transfer of Shares pursuant hereto, and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall not have any of the rights of a stockholder of the Company in respect of the Shares until one or more certificates for such Shares shall be delivered to him or her upon the due exercise of the Option. 4. Term of Option. (a) The Option shall terminate ten (10) years from the date hereof, but shall be subject to earlier termination as hereinafter provided. (b) The Option shall terminate upon the expiration of sixty (60) days after the date on which the Employee ceases to be a regular salaried employee of the Company ("Termination Date"), unless termination of employment was because (i) the Employee has died or become disabled (within the meaning of Section 105(d)(4) of the Internal Revenue Code of 1954, as amended), in either of which cases the following provisions, as applicable, shall apply or (ii) of dismissal for cause or because the Employee breached his or her employment agreement with the Company, in which case the Option shall immediately terminate on the Termination Date. (c) In the case of disability, the Option may be exercised, to the extent exercisable on the Termination Date, at any time within twelve (12) months after such date, but in any event prior to the expiration of ten (10) years from the date hereof. (d) In the event of the death of the Employee, the Option may be exercised to the extent the Employee was entitled to do so on the date of his or her death under the provisions of paragraph 3(a), above, by the estate of the Employee or by any person or persons who acquire the right to exercise the Option by bequest or inheritance or otherwise by reason of the death of the Employee. In such circumstances, the Option may be exercised at any time within twelve (12) months after the date of death of the Employee, but in any event prior to the expiration of ten (10) years from the date hereof. 5. Non-Transferability. The right of the Employee to exercise the Option shall not be assignable or transferable by the Employee otherwise than by will or 2. 3 the laws of descent and distribution, and the Option may be exercised during the lifetime of the Employee only by him or her. The Option shall be null and void and without effect upon the bankruptcy of the Employee or upon any attempted assignment or transfer, except as hereinabove provided, including without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option. 6. Restrictions on Issue of Shares. (a) Notwithstanding the provisions of paragraph 3 hereof, the Company may delay the issuance of Shares covered by the exercise of the Option and the delivery of a certificate for such Shares until one of the following conditions shall be satisfied: (i) The Shares with respect to which such option has been exercised are at the time of the issue of such shares effectively registered under applicable federal and state securities acts now in force or hereafter amended; or (ii) Counsel for the Company shall have given an option, which opinion shall not be unreasonably conditioned or withheld, that such Shares are exempt from registration under applicable federal and state securities acts, as now in force or hereafter amended. (b) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the "1933 Act"), upon any date on which the Option is exercised in whole or in part, the Company shall be under no further obligation to issue Shares covered by the Option, unless the person exercising the Option shall give a written representation to the Company, substantially in the form attached hereto as Exhibit 1, that such person is acquiring the Shares issued to him or her pursuant to such exercise of the Option for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with the 1933 Act and the rules and regulations promulgated thereunder and then in force, and in such event, the Company may place an "investment legend," so-called, upon any certificate for the Shares issued by reason of such exercise. 7. Restrictions on Transfer of Shares. In addition to complying with the requirements of Section 6, the Company may delay the issuance of Shares covered by the exercise of Option and the delivery of a Certificate for such Shares until the person exercising the Option enters into an agreement with the Company, substantially in the 3. 4 form of the Stock Restriction Agreement attached hereto as Exhibit 2, granting the Company a right of first refusal with respect to any Shares proposed to be transferred by the holder thereof. 8. Adjustments Upon Changes in Capitalization. In the event that the outstanding shares of the common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares or dividend payable in capital stock, appropriate adjustment shall be made in the number and kind of shares as to which the Option, or any part thereof then unexercised, shall be exercisable and with a corresponding adjustment in the Option price per share. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and its corporate seal to be hereto affixed by its President thereunto duly authorized, and the Employee has here unto set his or her hand and seal, all as of the day and year first above written. OPTIMAX SYSTEMS CORPORATION By: ------------------------------- Jeffrey C. Herrmann, President 4. 5 EXHIBIT 1 [DATE] Optimax Systems Corporation Dear Madam/Sir: In connection with the exercise by me as to ______ shares of the stock option granted to me under date of ____________________, 1996, I hereby acknowledge that I have been informed as follows: 1. The shares of common stock of the Company to be issued to me pursuant to the exercise of said option have not been registered under the Securities Act of 1933, as amended (the "Act"), and accordingly, must be held indefinitely unless such shares are subsequently registered under the Act, or an exemption from such registration is available. 2. Routine sales of securities made in reliance upon Rule 144 under the Act can be made only after the holding period and in limited amounts in accordance with the terms and conditions provided by that Rule, and in any sale to which that Rule is not applicable, registration or compliance with some other exemption under the Act will be required. 3. The Company is under no obligation to me to register the shares or to comply with any such exemptions under the Act. 4. The availability of Rule 144 is dependent upon adequate current public information with respect to the Company being available and, at the time that I may desire to make a sale pursuant to the Rule, the Company may neither wish nor be able to comply with such requirement. In consideration of the issuance of certificates for the shares to me, I hereby represent and warrant that I am acquiring such shares for my own account for investment, and that I will not sell, pledge or transfer such shares in the absence of an effective registration statement covering the same, except as permitted by the provisions of Rule 144, if applicable, or some other applicable exemption under the Act. In view of this representation and warranty, I agree that there may be affixed to the certificates for the shares to be issued to me, and to all certificates issued hereafter representing such shares (until in the opinion of counsel, which opinion must be reasonably satisfactory in form and substance to counsel for the Company, it is no longer necessary or required) a legend as follows: 6 "The shares of common stock represented by this certificate have not been registered under the Federal Securities Act of 1933, as amended, and were acquired by the registered holder, pursuant to a representation and warranty that such holder was acquiring such shares for his or her own account and for investment, with no intention to transfer or dispose of the same, in violation of the registration requirements of that Act. These shares may not be sold, pledged, or transferred, in the absence of an effective registration statement under the Securities Act of 1933, as amended, or an opinion of counsel, which opinion is reasonably satisfactory to counsel to the Company, to the effect that registration is not required under said Act." I further agree that the Company may place a stop order with its Transfer Agent, prohibiting the transfer of such shares so long as the legend remains on the certificates representing the shares. Very truly yours, --------------------------- 2. 7 EXHIBIT 2 OPTIMAX SYSTEMS CORPORATION STOCK RESTRICTION AGREEMENT AGREEMENT entered into effective as of the _____ day of ____________________, ____ by and between OPTIMAX SYSTEMS CORPORATION, a Delaware corporation with a principal place of business in Cambridge, Massachusetts (the "Company"), and the undersigned individual (the "Stockholder"), who is concurrently with the execution of this Stock Restriction Agreement exercising an option (the "Option") to acquire shares of stock in the Company. The execution by the Stockholder of this Stock Restriction Agreement is a condition to his or her being entitled to be issued shares of stock in the Company ("Shares") upon the exercise of the Option. ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements herein contained, and in consideration of the issuance of the Shares by the Company upon the exercise of the Option, the Stockholder, intending to be legally bound, hereby agrees with the Company, as follows: 1. RESTRICTION ON TRANSFER OF SHARES. the Stockholder shall not sell, give, bequeath, pledge, assign or encumber ("Transfer") any Shares (which term shall mean all shares of Common Stock owned by the Stockholder, whether now owned or hereafter acquired) except in a Permitted Transfer or as hereinafter provided. A "Permitted Transfer" is (i) a gift or bequest to or for the benefit of a member or members of the immediate family of the Stockholder, provided that the donee agrees in writing to be subject to all of the provisions of this Stock Restriction Agreement; or (ii) a Transfer made with the prior approval of the Board of Directors of the Company (the "Board"). 2. ENDORSEMENT OF STOCK CERTIFICATES. All certificates representing Shares shall have conspicuously endorsed thereon the following legend: "TRANSFER RESTRICTED The shares of stock represented by this certificate are subject to restrictions upon transfer under a Stock Restriction Agreement dated as of ____________________, a copy of which may be obtained from the Company without charge upon the written request of the holder." 8 3. RIGHT OF FIRST REFUSAL. If the Stockholder desires to Transfer any or all of his or her Shares, he or she shall first give written notice (the "Offer Notice") thereof to the Company, identifying (i) the number of Shares sought to be Transferred (the "Offered Shares"), (ii) the proposed aggregate Transfer price and terms (the "Offering Price" and "Offering Terms"), and (iii) the proposed transferee (the "Proposed Transferee"), and shall offer the Offered Shares to the Company for Purchase at the Offering Price and on the Offering Terms. The Company shall have an option, exercisable at any time within forty-five (45) days after the Notice Date, to Purchase any or all of the Offered Shares. If the Company does not Purchase all of the Offered Shares within said forty-five (45) day period, the Stockholder shall be free to dispose of the remaining Offered Shares within ninety (90) days after the Notice Date but only to the Proposed Transferee and only at a price and on terms not more favorable to the Proposed Transferee than the Offering Price and the Offering Terms; provided, however, that as a condition to the effectiveness of such Transfer, the Company may require that the Proposed Transferee shall thereupon become a party to this Stock Restriction Agreement, subject to the same restrictions on Transfer as the Stockholder. If the remaining Offered Shares are not so transferred by the Stockholder within said ninety (90) day period, the Stockholder shall continue to hold such Offered Shares subject to all of the terms and conditions of this Stock Restriction Agreement. 4. TRANSFERS BY OPERATION OF LAW. In the event that the Stockholder (a) files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, or (b) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to his or her Shares and such involuntary petition or assignment or attachment is not discharged within ninety (90) days after its date, or (c) is subjected to any other possible Transfer of his, her or its Shares by operation of law, including Transfer pursuant to a divorce decree, the Company shall have the option for a period of thirty (30) days after the Company acquires knowledge of said proceedings to Purchase any or all of such Shares and any or all interests therein from said Stockholder and/or any receiver, petitioner, assignee, transferee or other person obtaining an interest in said Shares (hereinafter referred to as a "Transferee by Law") at a price equal to the then fair market value of the Shares, as determined in good faith by the Board. If said Transferee by Law subsequently acquires ownership of any Shares, as a condition to the effectiveness of such Transfer of ownership, said Transferee by Law shall thereupon become a party to this Stock Restriction Agreement, subject to the same restrictions on Transfer as the Stockholder. 5. COMPANY DESIGNEE. All rights granted to the Company by the terms of this Stock Restriction Agreement may be exercised by such person or persons as the Board, in its sole discretion, shall designate (each, a "Designee"). 6. DELIVERY OF SHARES AND DOCUMENTS. Upon the Purchase of Shares as herein provided, the seller shall deliver to the purchaser upon tender of 2. 9 payment of the purchase price: (a) the certificate(s) for the Shares being sold, endorsed for transfer and bearing any necessary documentary stamps and (b) such assignments, certificates of authority, tax releases, consents to transfer, instruments and evidence of title of the seller, and of his or her compliance with applicable state and Federal law, as may be reasonably required by counsel for each purchaser. 7. CONTRACT CONSTRUCTION. This Stock Restriction Agreement represents the entire and integrated agreement between the Company and the Stockholder with respect to the specific subject matters hereof and thereof and supersedes all prior negotiations or agreements, either written or oral. The invalidity or unenforceability of any one or more provisions of this Stock Restriction Agreement shall not affect the other provisions, and the Stock Restriction Agreement shall be construed in all respects as if any such invalid or unenforceable provisions were omitted. 8. NOTICES. Notices under this Stock Restriction Agreement shall be in writing and shall be delivered in hand or mailed by certified mail, postage prepaid, return receipt requested, to the party to whom such notice is being given, at the address set forth below or at such other address as to which such party shall have notified the other parties in accordance with this Section 8: To the Company: OPTIMAX SYSTEMS CORPORATION 201 Broadway Cambridge, MA 02139 Attn: Board of Directors To the Shareholder: At the address set forth below his or her signature Notices are effective upon receipt. 9. BINDING EFFECT. This Stock Restriction Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. 10. PARTIES. Any person who acquires ownership of any Shares shall become a party to this Stock Restriction Agreement, subject to the same restrictions on Transfer as the Stockholder, and shall confirm such fact by endorsing a schedule which shall be attached hereto or by executing a counterpart of this Stock Restriction Agreement. The Company may refuse to recognize any transferee as one of the Company's stockholders for any purpose, including without limitation, for purposes of dividend and voting rights, until all applicable provisions of this Stock Restriction Agreement have been complied with in full. An original copy of this Stock Restriction Agreement and of any counterpart subsequently executed shall be kept by the Clerk of the Company. 3. 10 11. GOVERNING LAW. This Stock Restriction Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 12. AMENDMENT AND TERMINATION. This Stock Restriction Agreement may be amended or terminated by written agreement of all of the parties hereto and shall be terminated automatically upon the earlier to occur of (i) such time as the Company's Common Stock is registered under the Securities Exchange Act of 1934; and (ii) the Company's liquidation and dissolution. IN WITNESS WHEREOF, the parties have executed this Stock Restriction Agreement as an agreement under seal effective as of the date first above written. OPTIMAX SYSTEMS CORPORATION By: -------------------------------- Jeffrey C. Herrmann, President ------------------------------------ Individual Stockholder ----------------------------------- Name ---------------------------------- Address ---------------------------------- 4. EX-99.12 15 FORM OF STOCK OPTION ASSUMPTION AGREEMENT 1 EXHIBIT 99.12 I2 TECHNOLOGIES, INC. STOCK OPTION ASSUMPTION AGREEMENT OPTIMAX SYSTEMS CORPORATION STOCK OPTION PLAN OPTIONEE: 1~ STOCK OPTION ASSUMPTION AGREEMENT issued as of the 15th day of May, 1997 by i2 Technologies, Inc., a Delaware corporation ("i2 Technologies"). WHEREAS, the undersigned individual ("Optionee") holds one or more outstanding non-statutory stock options to purchase shares of the common stock of Optimax Systems Corporation, a Delaware corporation ("Optimax"), which were granted to Optionee under the Optimax Systems Corporation Stock Option Plan (the "Plan") and are evidenced by a Stock Option Agreement (the "Option Agreement") between Optimax and Optionee. WHEREAS, Optimax has this day been acquired by i2 Technologies through merger of OSC Acquisition Corporation, a wholly-owned i2 Technologies subsidiary, with and into Optimax (the "Merger") pursuant to the Agreement and Plan of Merger dated May 15, 1997, by and among i2 Technologies, Optimax and OSC Acquisition Corporation (the "Merger Agreement"). WHEREAS, the provisions of the Merger Agreement require i2 Technologies to assume all obligations of Optimax under all options outstanding under the Plan at the consummation of the Merger and to issue to the holder of each outstanding option an agreement evidencing the assumption of such option. WHEREAS, pursuant to the provisions of the Merger Agreement, the exchange ratio in effect for the Merger is 0.202833 of a share of i2 Technologies common stock ("i2 Technologies Stock") for each outstanding share of Optimax Stock (the "Exchange Ratio"). WHEREAS, this Agreement is to become effective immediately upon the consummation of the Merger (the "Effective Time") in order to reflect certain adjustments to Optionee's outstanding options under the Plan which have become necessary by reason of the assumption of those options by i2 Technologies in connection with the Merger. NOW, THEREFORE, it is hereby agreed as follows: 1. The number of shares of Optimax common stock ("Optimax Stock") subject to the stock options held by Optionee under the Plan immediately prior to the Effective Time (the "Optimax Options") and the exercise price payable per share are set forth in Exhibit A hereto. i2 Technologies hereby assumes, as of the Effective Time, all the 2 duties and obligations of Optimax under each of the Optimax Options. In connection with such assumption, the number of shares of i2 Technologies Stock purchasable under each i2 Technologies Option hereby assumed and the exercise price payable thereunder have been adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of i2 Technologies Stock subject to each Optimax Option hereby assumed shall be as specified for that option in attached Exhibit B, and the adjusted exercise price payable per share of i2 Technologies Stock under the assumed Optimax Option shall be as indicated for that option in attached Exhibit B. 2. The intent of the foregoing adjustments to each assumed Optimax Option is to assure that the spread between the aggregate fair market value of the shares of i2 Technologies Stock purchasable under each such option and the aggregate exercise price as adjusted pursuant to this agreement will, immediately after the consummation of the Merger, equal the spread which existed, immediately prior to the Merger, between the then aggregate fair market value of the Optimax Stock subject to the Optimax Option and the aggregate exercise price in effect at such time under the Option Agreement. Such adjustments are also designed to preserve, immediately after the Merger, on a per share basis, the same ratio of exercise price per option share to fair market value per share which existed under the Optimax Option immediately prior to the Merger. 3. The following provisions shall govern each Optimax Option hereby assumed by i2 Technologies: (a) Unless the context otherwise requires, all references to the "Company" in each Option Agreement and in the Plan (as incorporated into such Option Agreement) shall mean i2 Technologies, all references to "Common Stock" shall mean shares of i2 Technologies Stock, all references to the "Board of Directors" shall mean the Board of Directors of i2 Technologies, and all references to the "Committee" shall mean the Compensation Committee of the i2 Technologies Board of Directors. (b) The grant date and the expiration date of each assumed Optimax Option and all other provisions which govern either the exercisability or the termination of the assumed Optimax Option shall remain the same as set forth in the Option Agreement applicable to that option and shall accordingly govern and control Optionee's rights under this Agreement to purchase i2 Technologies Stock. (c) Each assumed Optimax Option shall remain exercisable in accordance with the same installment exercise schedule in effect under the applicable Option Agreement immediately prior to the Effective Time, with the number of shares of i2 Technologies Stock subject to each such installment adjusted to reflect the Exchange Ratio. Accordingly, no accelerated vesting of the Optimax Options shall be deemed to automatically 2. 3 occur by reason of the Merger, and the grant date for each assumed Optimax Option shall accordingly remain the same as in effect under the applicable Option Agreement immediately prior to the Merger. (d) For purposes of applying any and all provisions of the Option Agreement relating to Optionee's status as an employee with the Company, Optionee shall be deemed to continue in such employee status for so long as Optionee renders services as an employee to i2 Technologies or any present or future i2 Technologies subsidiary, including (without limitation) Optimax. Accordingly, the provisions of the Option Agreement governing the termination of the assumed Optimax Option upon Optionee's cessation of employee status with Optimax shall hereafter be applied on the basis of Optionee's cessation of employee status with i2 Technologies and its subsidiaries, and each assumed Optimax Option shall accordingly terminate, within the designated time period in effect under the Option Agreement for that option, following such cessation of employment with i2 Technologies and its subsidiaries. (e) The adjusted exercise price payable for the i2 Technologies Stock subject to each assumed Optimax Option shall be payable in any of the forms authorized under the Option Agreement applicable to that option. For purposes of determining the holding period of any shares of i2 Technologies Stock delivered in payment of such adjusted exercise price, the period for which such shares were held as Optimax Stock prior to the Merger shall be taken into account. (f) In order to exercise each assumed Optimax Option, Optionee must deliver to i2 Technologies a written notice of exercise in which the number of shares of i2 Technologies Stock to be purchased thereunder must be indicated. The exercise notice must be accompanied by payment of the adjusted exercise price payable for the purchased shares of i2 Technologies Stock and should be delivered to i2 Technologies at the following address: i2 Technologies, Inc. 909 E. Las Colinas Boulevard, 16th Floor Irving, Texas 75039 Attention: ________________ 4. Except to the extent specifically modified by this Option Assumption Agreement, all of the terms and conditions of each Option Agreement as in effect immediately prior to the Merger shall continue in full force and effect and shall not in any way be amended, revised or otherwise affected by this Stock Option Assumption Agreement. 3. 4 IN WITNESS WHEREOF, i2 Technologies, Inc. has caused this Stock Option Assumption Agreement to be executed on its behalf by its duly-authorized officer as of the ___ day of _____, 1997. I2 TECHNOLOGIES, INC. _____________________________________ By: ACKNOWLEDGMENT The undersigned acknowledges receipt of the foregoing Stock Option Assumption Agreement and understands that all rights and liabilities with respect to each of his or her Optimax Options hereby assumed by i2 Technologies, Inc. are as set forth in the Option Agreement, the Plan and such Stock Option Assumption Agreement. _____________________________________ 1~, OPTIONEE DATED: __________________, 199_ 4. 5 EXHIBIT A Optionee's Outstanding Options to Purchase Shares of Optimax Systems Corporation Common Stock (Pre-Merger) 6 EXHIBIT B Optionee's Outstanding Options to Purchase Shares of i2 Technologies, Inc. Common Stock (Post-Merger) -----END PRIVACY-ENHANCED MESSAGE-----