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): March 9, 2007

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 March 9, 2007, i2 Technologies, Inc. (the “Company”) entered into Change in Control Severance Agreements (the “Severance Agreements”) with each of Hiten Varia and Pallab Chatterjee, two named executive officers of the Company. Pursuant to the terms of the Severance Agreements, if the officer’s service with the Company terminates as a result of an Involuntary Termination (as such term is defined in the Company’s 1995 Stock Option/Stock Issuance Plan and 2001 Non-Officer Stock Option/Stock Issuance Plan) or by constructive termination within twenty-four months of a Corporate Transaction (as such term is defined in the Company’s 1995 Stock Option/Stock Issuance Plan and 2001 Non-Officer Stock Option/Stock Issuance Plan) whereby the Company is acquired, the officer will receive a severance payment of six months of base salary and on-target bonus potential as well as certain Company-paid COBRA benefits in consideration for a release and waiver of claims against the Company and any successor company assuming the Severance Agreements. The officer will not receive such severance payment if his employment is terminated for Cause (as such term is defined in the Severance Agreements).

The summary of the Severance Agreements contained in this Item 5.02 is qualified in its entirety by reference to the Severance Agreements, copies of which are being filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and which are incorporated by this reference into this Item 5.02 in their entirety.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
10.1	Change in Control Severance Agreement dated March 9, 2007 between the Company and Hiten Varia.
10.2	Change in Control Severance Agreement dated March 9, 2007 between the Company and Pallab Chatterjee.

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: March 14, 2007	i2 TECHNOLOGIES, INC.
	By:	/s/ John Harvey
		John Harvey
		Vice President and General Counsel

EX-10.1

Exhibit 10.1

March 9, 2007

Hiten Varia

5300 Royal Lane

Dallas, TX 75229

Re: Change in Control Severance Agreement

Dear Hiten,

If your service with i2 terminates as a result of an Involuntary Termination, (as defined in the i2 1995 Stock Option/Stock Issuance Plan and the 2001 Non-Officer Stock Option/Stock Issuance Plan, collectively, the “Plans”) or by constructive termination within 24 months of a Corporate Transaction, as defined in the Plans, whereby i2 is acquired, you will receive a severance payment of six (6) months of base salary and on-target bonus potential, and Company paid COBRA Benefits (medical and dental only) in consideration for a Release and Waiver of Claims (in a form acceptable to i2) against i2 and any successor company assuming this Agreement. These payments will be subject to typical withholdings. This severance payment will not be available to you if your employment is terminated for Cause, as defined below.

This severance package is exclusive and is not offered in conjunction with any other severance packages or benefits, except as indicated herein. The package will be binding on any successor to or acquirer of i2. Nothing in this Agreement is meant to exclude or supersede any accelerated vesting to which you may be entitled pursuant to such applicable Stock Plan.

You will be responsible for all taxes applicable to any payments or benefits under this Agreement and subject to applicable withholding requirements. You should consult your tax advisor for the tax consequences of payments or benefits under this Agreement.

For purposes of this Agreement, you will not be deemed to have been terminated if your manager, job assignment, position, duties and/or title having been changed so long as your compensation has not been materially reduced by more than 15% as a direct result of such change.

For purposes of this Agreement, the term “Cause” means (i) termination based on your conviction or plea of “guilty” or “no contest” to any crime constituting a felony in the jurisdiction in which committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures i2 (whether or not a felony); (ii) your substance abuse that in any manner interferes with the performance of your duties; (iii) your failure or refusal to perform your duties at all, or to follow the lawful and proper directives of your manager or i2 policies; (iv) your breach of the i2’s Employee Proprietary Information Agreement (“EPIA”); (v) misconduct by you that discredits or damages i2; (vi) termination based upon your inability to perform due to your death or disability; (vii) your indictment for a felony violation of federal or state securities laws; or (viii) your chronic absence from work for reasons other than a medically validated illness.

CORPORATE HEADQUARTERS    11701 Luna Road Dallas, TX 75234    469-357-1000 tel    469-357-1798 fax    www.i2.com

You hereby confirm your agreement and compliance with the terms of your other agreements with i2, including without limitation the EPIA and your stock option agreements with i2, none of which are superseded by this Agreement.

Nothing in this Agreement constitutes a commitment of employment for a definite period of time. The parties hereby acknowledge that your employment may be terminated with or without notice at any time by either you or i2, with or without cause.

Sincerely,

Michael McGrath

President and Chief Executive Officer

/s/ Hiten Varia

Accepted - Hiten Varia

March 9, 2007

Date

CORPORATE HEADQUARTERS    11701 Luna Road Dallas, TX 75234    469-357-1000 tel    469-357-1798 fax    www.i2.com

EX-10.2

Exhibit 10.2

March 9, 2007

Pallab Chatterjee

5004 York Street

Plano, TX 75093

Re: Change in Control Severance Agreement

Dear Pallab,

If your service with i2 terminates as a result of an Involuntary Termination, (as defined in the i2 1995 Stock Option/Stock Issuance Plan and the 2001 Non-Officer Stock Option/Stock Issuance Plan, collectively, the “Plans”) or by constructive termination within 24 months of a Corporate Transaction, as defined in the Plans, whereby i2 is acquired, you will receive a severance payment of six (6) months of base salary and on-target bonus potential, and Company paid COBRA Benefits (medical and dental only) in consideration for a Release and Waiver of Claims (in a form acceptable to i2) against i2 and any successor company assuming this Agreement. These payments will be subject to typical withholdings. This severance payment will not be available to you if your employment is terminated for Cause, as defined below.

This severance package is exclusive and is not offered in conjunction with any other severance packages or benefits, except as indicated herein. The package will be binding on any successor to or acquirer of i2. Nothing in this Agreement is meant to exclude or supersede any accelerated vesting to which you may be entitled pursuant to such applicable Stock Plan.

You will be responsible for all taxes applicable to any payments or benefits under this Agreement and subject to applicable withholding requirements. You should consult your tax advisor for the tax consequences of payments or benefits under this Agreement.

For purposes of this Agreement, you will not be deemed to have been terminated if your manager, job assignment, position, duties and/or title having been changed so long as your compensation has not been materially reduced by more than 15% as a direct result of such change.

For purposes of this Agreement, the term “Cause” means (i) termination based on your conviction or plea of “guilty” or “no contest” to any crime constituting a felony in the jurisdiction in which committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures i2 (whether or not a felony); (ii) your substance abuse that in any manner interferes with the performance of your duties; (iii) your failure or refusal to perform your duties at all, or to follow the lawful and proper directives of your manager or i2 policies; (iv) your breach of the i2’s Employee Proprietary Information Agreement (“EPIA”); (v) misconduct by you that discredits or damages i2; (vi) termination based upon your inability to perform due to your death or disability; (vii) your indictment for a felony violation of federal or state securities laws; or (viii) your chronic absence from work for reasons other than a medically validated illness.

CORPORATE HEADQUARTERS    11701 Luna Road Dallas, TX 75234    469-357-1000 tel    469-357-1798 fax    www.i2.com

You hereby confirm your agreement and compliance with the terms of your other agreements with i2, including without limitation the EPIA and your stock option agreements with i2, none of which are superseded by this Agreement.

Nothing in this Agreement constitutes a commitment of employment for a definite period of time. The parties hereby acknowledge that your employment may be terminated with or without notice at any time by either you or i2, with or without cause.

Sincerely,

Michael McGrath

President and Chief Executive Officer

/s/ Pallab Chatterjee

Accepted - Pallab Chatterjee

March 9, 2007

Date

CORPORATE HEADQUARTERS    11701 Luna Road Dallas, TX 75234    469-357-1000 tel    469-357-1798 fax    www.i2.com