EX-99.(A)(26) 26 dex99a26.htm MATERIAL INCOME TAX CONSEQUENCES FOR EMPLOYEES RESIDENT IN UNITED KINGDOM Material Income Tax Consequences for Employees Resident in United Kingdom

Exhibit (a)(26)

i2 TECHNOLOGIES, INC.

MATERIAL INCOME TAX CONSEQUENCES FOR EMPLOYEES RESIDENT IN THE UNITED KINGDOM

The following is a general summary of the income tax consequences under current law of participating in the Offer for those individuals who are tax residents of the United Kingdom. The summary is only intended to alert you to some of the material tax consequences you may want to consider in making your decision about the Offer. It does not discuss all of the tax consequences that may be relevant to you in your particular circumstances nor is it intended to apply to all option holders. It particularly does not apply to you if you are a citizen or resident of another country for local law purposes. It also does not address any state, provincial or other local law, any wealth tax, or the treatment of any dividends. In addition, you should note that tax laws change frequently, occasionally on a retroactive basis. You should consult with your tax advisor as to the tax consequences of your particular participation in the Offer.

Exchange of Options for Restricted Stock Units.

You should not be subject to tax as a result of the exchange of an option for the grant of restricted stock units. In accordance with rules promulgated by the U.K. Inland Revenue, employers and employees are required to pay National Insurance Contributions with respect to income recognized in connection with options and stock based awards granted to employees after April 5, 1999. Therefore, any Eligible Options granted prior to April 6, 1999 are not subject to National Insurance Contributions. If you tender for cancellation Eligible Options that were granted prior to April 6, 1999, the new restricted stock units granted to you will be subject to National Insurance Contributions.

Restricted Stock Units.

When the restricted stock units vest and the underlying shares become issuable, you will recognize taxable income in an amount equal to the fair market value of those shares on the vesting date.

Sale of Shares.

When you subsequently sell the shares underlying the restricted stock units, you will recognize capital gain in an amount equal to the difference between the sale price and the fair market value of the shares on the date of vesting.

Withholding and Reporting.

Your employer will report and withhold income tax and your portion of the National Insurance Contributions with respect to the income recognized upon vesting of the restricted stock units. You will be responsible for paying the difference between the actual tax liability and the amount withheld.