8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2006

i2 Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28030	75-2294945
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One i2 Place 11701 Luna Road Dallas, Texas	75234
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (469) 357-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 21, 2006, i2 Technologies, Inc. (the “Company”) and Michael E. McGrath, the President and Chief Executive Officer of the Company (“McGrath”), entered into an Amendment to Employment Agreement (the “Amendment”), which amends that certain Employment Agreement dated as of February 27, 2005 by and between the Company and McGrath, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2005 (as previously amended, the “Employment Agreement”). The Amendment modifies the period during which McGrath’s vested equity instruments shall be exercisable following a termination of McGrath’s employment with the Company resulting from death or disability, a voluntary termination or a termination without cause (each, a “termination event”). Following any such termination event (as such termination events are more fully defined in the Employment Agreement), such equity instruments shall be exercisable until the later of: (a) the 15^th day of the third month following the 90th day after the later of the date of such termination event or the date that McGrath has a termination of service, for any or no reason, as Chairman of the Board of Directors of the Company (subject to McGrath having been previously elected as Chairman), or (b) December 31 of the calendar year in which occurs the 90th day after the later of the date of such termination event or the date that McGrath has a termination of service, for any or no reason, as Chairman of the Board of Directors of the Company (subject to McGrath having been previously elected as Chairman). Notwithstanding the foregoing, any equity instrument shall be cancelled and no longer exercisable upon the expiration of the stated term of such equity instrument.

The summary of the Amendment contained in this Item 5.02 is qualified in its entirety by reference to the Amendment itself, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by this reference into this Item 5.02 in its entirety.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
10.1	Amendment to Employment Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 22, 2006	i2 TECHNOLOGIES, INC.
	By:	/s/ Michael J. Berry
		Michael J. Berry
		Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit No. 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (the “ December 21 Amendment ”), dated as of December 21, 2006, is an amendment to that certain Employment Agreement (the “ Agreement ”) dated as of February 27, 2005, as subsequently amended on October 25, 2005 and February 1, 2006, by and between i2 Technologies, Inc. (the “ Company ”) and Michael E. McGrath (the “ Employee or CEO ”). Undefined capitalized terms used herein shall have the meanings ascribed to them in the Agreement.

In consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.5.1 of the Agreement shall be amended in its entirety as follows:

“1.5.1 Death or Disability. Immediately upon the death of the Employee or the determination by the relevant insurance company or management agency that the Employee is eligible to receive benefits under Company’s disability insurance offered to Company’s employees, due to a mental or physical illness or incapacity (“Disability”) (termination pursuant to this Section 1.5.1 being referred to herein as termination for “Death or Disability”). All unvested components of the equity instruments will automatically terminate upon the date of employment termination. All vested equity instruments shall be exercisable until the later of: (a) the fifteenth day of the third month following the 90th day after the date of the termination for Death or Disability, or (b) December 31 of the calendar year in which occurs the 90th day after the date of the termination for Death or Disability. Notwithstanding the foregoing, any equity instrument shall be cancelled and no longer exercisable upon the expiration of the stated term of such equity instrument.” (emphasis original)

Section 1.5.2 of the Agreement shall be amended in its entirety as follows:

“1.5.2 Voluntary Termination. During the Employment Term, Employee may terminate employment with a minimum of 30 days notice. Termination pursuant to this Section 1.5.2 is being referred to herein as “Voluntary” termination). Employee agrees to resign his employment, immediately prior to the hire date of a successor Chief Executive Officer. All unvested components of the equity instruments will automatically terminate upon the date of employment termination. All vested equity instruments shall be exercisable until the later of: (a) the fifteenth day of the third month following the 90th day after the later of the date of the Employee’s Voluntary termination of employment or the date the Employee has a termination of service, for any or no reason, as Chairman of the Board of Directors of the Company (subject to Employee having been previously elected as Chairman), or (b) December 31 of the calendar year in which occurs the 90th day after the later of the date of the Employee’s Voluntary termination of employment or the date the Employee has a termination of service, for any or no reason, as Chairman of the Board of Directors of the Company (subject to Employee having been previously elected as Chairman). Notwithstanding the foregoing, any equity instrument shall be cancelled and no longer exercisable upon the expiration of the stated term of such equity instrument. All pay and benefits shall cease on the day after employment termination.” (emphasis original)

Section 1.5.4 of the Agreement shall be amended in its entirety as follows:

“1.5.4 Termination Without Cause. Thirty (30) days following notice of termination Without Cause given by the Company; provided, however, that during any such thirty (30) day notice period, the Company may suspend the Employee from his duties as set forth herein (including, without limitation, the Employee’s position as a representative and agent of the Company) (termination pursuant to this Section 1.5.4 being referred to herein as termination “Without Cause”). All unvested components of the equity instruments will automatically terminate upon the date of employment termination. All vested equity instruments shall be exercisable until the later of: (a) the fifteenth day of the third month following the 90th day after the later of the date of the Employee’s termination of employment Without Cause or the date the Employee has a termination of service, for any or no reason, as Chairman of the Board of Directors of the Company (subject to Employee having been previously elected as Chairman), or (b) December 31 of the

calendar year in which occurs the 90th day after the later of the date of the Employee’s termination of employment Without Cause or the date the Employee has a termination of service, for any or no reason, as Chairman of the Board of Directors of the Company (subject to Employee having been previously elected as Chairman). Notwithstanding the foregoing, any equity instrument shall be cancelled and no longer exercisable upon the expiration of the stated term of such equity instrument.” (emphasis original)

This Agreement is intended to not provide for the deferral of compensation within the meaning of Internal Revenue Code Section 409(A) and IRS notice 2005-1 and shall be construed in good faith compliance with the requirements for stock options that do not provide for the deferral of compensation.

In the event any provisions of this December 21 Amendment, including the Agreement, are determined to be potentially subject to the requirements of Internal Revenue Code Section 409(A) and IRS notice 2005-1, or subsequent Treasury guidance, the Agreement will be administered and amended to ensure it is not subject to such requirements.

All other provisions of the Agreement (as amended on October 25, 2005 and February 1, 2006) remain in full force and effect.

IN WITNESS WHEREOF, the Company and Employee have executed this December 21 Amendment on and as of the day and year first above written.

i2 Technologies, Inc.

John Harvey

Secretary

Employee

Michael E. McGrath

President and Chief Executive Officer