EX-99.(A)(7) 7 dex99a7.htm SLIDE PRESENTATION TO EMPLOYEES REGARDING OFFER TO EXCHANGE Slide Presentation to Employees Regarding Offer to Exchange
i2 Voluntary Employee Option
Exchange Program 
i2 Voluntary Employee Option
i2 Voluntary Employee Option
Exchange Program 
Exchange Program 
Exhibit
(a)(7)

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2005 i2 Technologies, Inc. CONFIDENTIAL
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Agenda
Objectives
Program Overview
Eligibility
Participants
Options and Exchange Rules
Illustrations
Restricted Stock Units
Key Dates
Next Steps

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2005 i2 Technologies, Inc. CONFIDENTIAL
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Employee Stock Option Exchange Program
Objective
“We
believe
that
the
current
option
grants
eligible
for
exchange
in
this
program
may
not
effectively
maintain
and
motivate
our
employees,
and
are
unlikely
to
be
exercised
in
the
near
future.
By
making
the
offer
to
exchange certain outstanding option grants for restricted stock units,
we intend to create better incentives for our employees to remain with
us and by creating a sense of ownership, each i2er can contribute to
the attainment of our business and financial objectives and the creation
of value for all of our stockholders.”
Michael
McGrath,
i2
Technologies’
President
and
CEO

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This is a voluntary program; participation is not required
You may elect to participate by making your election electronically by
completing the Election/Change of Election Form in the Option Exchange
Application on the Lotus Notes database tool
Enrollment
begins
on
April
26,
2006
and
is
anticipated
to
end
on
May
31,
2006
To ensure that all eligible employees are receiving all pertinent information
regarding the Offer, we will answer questions of general interest which are
received by us at OptionExchange@i2.com
in a response which will be
publicized to all eligible participants in the Offer
Employee Stock Option Exchange Program
Overview 
Should you fail to make an election, you will be deemed
to have opted out of the Option Exchange Program

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Employee Stock Option Exchange Program
Eligible Participants
All current employees of i2 and its subsidiaries (excluding those who
have given or received
a written notification of their termination) who
remain employees of i2 (or a subsidiary) through the date we accept
and cancel their tendered options
The Chairman of our Board, Sanjiv S. Sidhu, has never been granted
any
options
and
our
Chief
Executive
Officer,
Michael
J.
McGrath,
and
Chief Financial Officer, Michael J. Berry, will not participate in the Offer
Members of our Board of Directors and our contractors are not eligible
to participate in the Offer
i2ers on personal leave of absence or medical, maternity, worker’s
compensation, military or other statutorily protected leave of absence,
are also eligible to participate in the Offer, even if they do not return to
active status before the Expiration Date of the Offer

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Employee Stock Option Exchange Program
Eligible Options and Exchange Rules
We
are
offering
to
exchange
all
stock
options
held
by
eligible
employees
that
have
an
exercise
price
per
share
equal
to
or
greater
than
$45.00
per
share
and
are
outstanding
under
the
following
stock
option
plans:
i2
Technologies,
Inc.
1995
Stock
Option/Stock
Issuance
Plan;
i2
Technologies,
Inc.
2001
Non-Officer
Stock
Option/Stock
Issuance
Plan;
Aspect
Development,
Inc.
1992
Stock
Option
Plan;
Aspect
Development,
Inc.
1997
Nonstatutory
Option
Plan;
SMART
Technologies,
Inc.
1996
Stock
Option/Stock
Issuance
Plan;
and
InterTrans
Logistics
Solutions
Limited
1997
Stock
Incentive
Plan.
The
number
of
restricted
stock
units
you
receive
in
exchange
for
an
Eligible
Option
that
you
tender
will
be
determined
based
on
the
per
share
exercise
price
of
the
tendered
option
and
will
be
less
than
the
number
of
shares
subject
to
the
tendered
option.
The
ratio
by
which
you
can
determine
the
actual
number
of
restricted
stock
units
issuable
in
the
exchange
for
a
tendered
option
is
set
forth
in
the
table
below:
In
the
event
of
any
fractional
unit
resulting
from
application
of
these
ratios,
the
number
of
restricted
stock
units
issuable
in
exchange
for
the
option
will
be
rounded
down
to
the
nearest
whole
number;
however,
you
will
receive
at
least
one
restricted
stock
unit
for
each
eligible
option
exchanged
The
program
is
an
“all
or
nothing”
exchange,
meaning
that
you
either
elect
to
exchange
all
or
none
of
your
eligible
options
1-for-72
1-for-11
1-for-7
1-for-5
Ratio of Restricted Stock Units to
Shares Underlying Tendered
Eligible Options
$250.00 or
more
$100.01 to
$249.99
$60.00 to
$100.00
$45.00 to
$59.99
Option Exercise Price  (Per
Share)

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Employee Stock Option Exchange Program
Illustration –
If elected to exchange
An i2er has the following grants
Grant D is not eligible for exchange as it does not meet the threshold.
Grants A, B, and C are eligible for exchange. If you want to make an exchange,
you must exchange all three grants.
Grant A will receive 1 restricted stock unit in
exchange,
as a minimum of 1
restricted stock unit will be issued for each eligible option exchanged.
If elected to exchange, a total of 96 restricted stock units will be issued.
55
1-for-11
$   143.75
612
02/18/2002
GRANT C
0
40
1
Restricted Stock
Units Issued
N/A
$      7.12
300
05/10/2005
GRANT D
1-for-5
$     55.06
204
06/26/2001
GRANT B
1-for-72
$    261.72
50
10/04/1999
GRANT A
Exchange
Ratio
Exercise
Price
Outstanding
Options
Grant Date

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Employee Stock Option Exchange Program
Illustration –
if elected not to exchange
An i2er has the following grants
Grants A, B and C are eligible because they have a strike price above $45
Due to decision not to exchange, i2er will maintain all stock options
0
1-for-11
$   143.75
612
02/18/2002
GRANT C
0
0
0
Restricted Stock
Units Issued
N/A
$      7.12
300
05/10/2005
GRANT D
1-for-5
$     55.06
204
06/26/2001
GRANT B
1-for-72
$    261.72
50
10/04/1999
GRANT A
Exchange
Ratio
Exercise
Price
Outstanding
Options
Grant Date

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Restricted Stock Units
Each restricted stock unit represents the right to receive one share of
common stock once that unit vests
There
are
vesting
dates
associated
with
a
restricted
stock
unit.
Upon
the
vesting
date
and
payment
of
any
applicable
withholding
taxes,
shares
of
common stock of i2 will be issued to you
The vesting schedule for the restricted stock units is:
50% will vest on May 15, 2007 and
50% will vest on May 15, 2008
When the restricted stock units vest, you may be subject to taxes based
on the fair market value of the common stock on the vesting date. 
Employees in foreign jurisdictions may also be subject to tax upon the
exchange
of options or the grant of restricted stock units.
You may pay the withholding taxes by:
Sending i2 a check upon notification of taxes due; or
You
may
elect
to
participate
in
a
“block
trade”
in
which
Smith
Barney
will
automatically sell a portion of your shares sufficient to pay for the
withholding taxes.  This may take several days to complete

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Employee Stock Option Exchange Program
Key Dates –
Detail
i2 files Tender Offer Document with SEC on April 26, 2006
The Commencement date of the Offer is also April 26, 2006
The Offer expires at 11:59 p.m., Central Time, on May 31, 2006 
(unless we extend it)
The restricted stock units will be granted when we accept the offer for
cancellation on the Expiration Date on May 31, 2006, unless we
extend the Expiration Date
The restricted stock units issued in exchange will vest with respect to
fifty percent (50%) of the shares on May 15, 2007 and fifty percent
(50%) of the shares on May 15, 2008 provided you remain in
continuous service with i2 or a subsidiary through said dates

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Employee Stock Option Exchange Program
Next Steps
This presentation is just a summary and does not supersede any
information in the Tender Offer.   Carefully read the tender offer
document and the embedded Frequently Asked Questions
Read and understand the Election/Change of Election Form and its
instructions
by
accessing
the
Option
Exchange
Application
on
the
Lotus
Notes
database
tool
found
at
http://i2corpapps1.i2.com/i2dbs/grant.nsf
using
your
confidential User ID and password
If you have additional questions, send an e-mail to
OptionExchange@i2.com
or contact our Stock Plan Administrator at
(469) 357-3444
Consider any personal financial implications and consult with your
personal financial and tax advisor
Decide to participate or not participate
Keep information CONFIDENTIAL