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): July 30, 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 1.01. Entry into a Material Definitive Agreement.

In connection with the resignation of Michael E. McGrath described in Item 5.02 below, on July 30, 2007 Mr. McGrath and i2 Technologies, Inc. (“i2” or the “Company”) entered into an Agreement (the “Resignation Agreement”) and Mr. McGrath executed a general release in favor of i2 and certain other persons (the “General Release”). Copies of the Resignation Agreement and the General Release are attached as Exhibits 10.1 and 10.2, respectively.

Pursuant to the Resignation Agreement, Mr. McGrath resigned as President and Chief Executive Officer (“CEO”) of i2 effective July 30, 2007. Under the terms of the Resignation Agreement, until October 31, 2007 Mr. McGrath will remain employed by i2 as the Company’s CEO Emeritus. Mr. McGrath agreed that he shall resign from his position as CEO Emeritus on October 31, 2007. Mr. McGrath shall not be an officer of the Company and his only duties and responsibilities as CEO Emeritus shall be to assist the Board of Directors, as requested or directed by the Board, in identifying, selecting, recruiting and interviewing candidates to fill the position of CEO on a permanent basis and in respect of such other strategic matters as may be determined from time to time by the Board in its sole discretion. Notwithstanding the foregoing, the Board may terminate Mr. McGrath’s employment as CEO Emeritus prior to October 31, 2007 for “cause” or if Mr. McGrath breaches or violates any of the terms of the Resignation Agreement or the General Release.

Pursuant to the Resignation Agreement, the Company agreed to pay Mr. McGrath (i) the sum of $150,000, $10,000 of which is to be paid as consideration for Mr. McGrath’s execution of the General Release, and (ii) a base salary equal to $20,000 per month through and until October 31, 2007, payable in accordance with the Company’s normal payroll practices. The Resignation Agreement also provides for the continuation of Mr. McGrath’s entitlements under Section 1.5.2 of the Employment Agreement dated February 27, 2005 between Mr. McGrath and the Company (as amended, the “Employment Agreement”) as well as Mr. McGrath’s vested stock option awards. Section 1.5.2 of the Employment Agreement provides, in relevant part, that following a voluntary termination of Mr. McGrath’s employment with the Company Mr. McGrath’s vested equity instruments shall be exercisable until the later of (a) the 15th day of the third month following the 90th day after the date of such voluntary termination, or (b) December 31 of the calendar year in which occurs the 90th day after the date of such voluntary termination (provided that any unexercised equity instrument shall be cancelled upon the expiration of the stated term of such equity instrument). All of the foregoing benefits are contingent upon Mr. McGrath’s compliance with the terms of the Resignation Agreement and the effectiveness of the General Release.

Mr. McGrath is subject to certain confidentiality, non-disparagement, standstill, non-compete and non-solicitation obligations under the terms of the Resignation Agreement.

Item 1.02. Termination of a Material Definitive Agreement.

Except as contemplated by Item 1.01 above, the Company and Mr. McGrath agreed that the Resignation Agreement and an Employee Proprietary Information Agreement executed by Mr. McGrath on or about February 27, 2005 supersede and terminate the Employment Agreement.

The Employment Agreement provided for Mr. McGrath to serve as i2’s Chief Executive Officer and President for a term expiring December 31, 2007, renewable for successive one-year terms by mutual agreement of the Company and Mr. McGrath. Under the Employment Agreement, Mr. McGrath received a salary equivalent to $600,000 per annum. Mr. McGrath could also receive incentive bonuses, which would only be payable at the discretion of the Compensation Committee of the Board of Directors. The Employment Agreement required i2 to provide weekly private jet transportation for Mr. McGrath to and from his residence in Maine, to pay reasonable housing expenses for Mr. McGrath in Dallas, Texas (not to exceed $5,000 per month) and to pay rental car expenses during Mr. McGrath’s employment term (not to exceed $1,200 per month). i2 also was required to “gross-up” the taxable portion of any rental car expenses.

Pursuant to the terms of the Employment Agreement, Mr. McGrath initially received a restricted stock grant of 50,000 shares of i2 common stock, an option to purchase 230,000 shares of common stock at an exercise price of $9.01 and an additional option to purchase 190,000 shares of common stock at an exercise price of $7.60. In addition, the Compensation Committee of the Board of Directors subsequently granted Mr. McGrath an option to purchase 480,000 shares of common stock at an exercise price of $13.82. Mr. McGrath has exercised 24,255 of his stock options, and the remainder of the grants are fully vested.

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

On July 31, 2007, i2 announced the resignation of Michael E. McGrath as President and CEO of i2, effective on July 30, 2007. The Company had previously announced in May that Mr. McGrath was expected to retire from i2 by the end of the year. Mr. McGrath continues as an i2 director.

i2 also announced that, effective July 30, 2007, Dr. Pallab K. Chatterjee, i2’s executive vice president solutions operations and chief delivery officer, was appointed interim CEO of i2.

Dr. Chatterjee, who is 56 years old, joined i2 in January 2000 as chief operating officer and held numerous leadership positions with the Company before assuming the role of executive vice president solutions operations and chief delivery officer in February 2006. From 1976 until joining i2, Dr. Chatterjee served in several key executive officer positions with Texas Instruments, including senior vice president and chief information officer.

There is no family relationship between Dr. Chatterjee and any other executive officer or director of i2, and there is no arrangement or understanding under which he was appointed. All executive officers of i2 are appointed by the Board of Directors to serve until their successors are appointed. There are no transactions to which i2 or any of its subsidiaries is a party and in which Dr. Chatterjee has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Copies of the press releases announcing Mr. McGrath’s resignation and Dr. Chatterjee’s appointment are attached as Exhibits 99.1 and 99.2, respectively.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1	Agreement, dated July 30, 2007, between Michael E. McGrath and i2 Technologies, Inc.
10.2	General Release, dated July 30, 2007, by Michael E. McGrath in favor of i2 Technologies, Inc. and certain other persons
99.1	Press Release, dated July 31, 2007, regarding the resignation of Michael E. McGrath
99.2	Press Release, dated July 31, 2007, regarding the appointment of Dr. Pallab K. 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: August 1, 2007	i2 TECHNOLOGIES, INC.
	By:	/s/ Michael J. Berry
		Michael J. Berry Executive Vice President, Finance and Accounting, and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Agreement, dated July 30, 2007, between Michael E. McGrath and i2 Technologies, Inc.
10.2	General Release, dated July 30, 2007, by Michael E. McGrath in favor of i2 Technologies, Inc. and certain other persons
99.1	Press Release, dated July 31, 2007, regarding the resignation of Michael E. McGrath
99.2	Press Release, dated July 31, 2007, regarding the appointment of Dr. Pallab K. Chatterjee

EX-10.1

Exhibit 10.1

AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of July, 2007 by and between Michael E. McGrath (the “Executive”) and i2 Technologies, Inc., a Delaware corporation having its principal offices at One i2 Place, 11701 Luna Road, Dallas, Texas 75234 (the “Company”).

WITNESSTH:

WHEREAS, the Executive has been engaged by the Company as its Chief Executive Officer and President and has served as a member of the Board of Directors of the Company (the “Board”);

WHEREAS, subject only to Section 1(b) below, the Executive wishes to resign from all employee and officer positions and offices with the Company and its subsidiaries and the Company has agreed to accept such resignations;

WHEREAS, the Executive and the Company desire to settle fully and finally all matters between them to date, including, but in no way limited to, any issues that might arise out of the Executive’s employment or the Executive’s resignation therefrom, in accordance with the terms set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Resignation from Employee and Officer Positions and Continuation of Employment.

(a) The Executive hereby resigns effective July 30, 2007, his positions and offices as the Company’s Chief Executive Officer and President and from all other employee and officer positions and associations of any kind with the Company and its subsidiaries and affiliates.

(b) Notwithstanding the above, the Executive shall remain employed by the Company from the date hereof until October 31, 2007, as the Company’s “CEO Emeritus”, and the Executive hereby further agrees that he shall resign from all employee and officer positions on such date, including, without limitation, as the Company’s “CEO Emeritus”. In such role, the Executive shall not be an officer of the Company and the Executive’s only duties and responsibilities shall be to assist, solely as requested or directed by the Board, the Board (i) in identifying, selecting, recruiting and interviewing candidates to fill the position of Chief Executive Officer of the Company on a permanent basis and (ii) in respect of such other strategic matters as may be determined from time to time by the Board in its sole discretion. Notwithstanding the above, the Board may terminate the employment hereunder of the Executive prior to October 31, 2007 for “Cause,” as that term is defined in the Employment Agreement between the Executive and the Company dated February 27, 2005 and all amendments thereto (the “Employment Agreement”). In addition, the Board may terminate the employment

hereunder of the Executive if the Executive breaches or violates any of the provisions of this Agreement or the General Release. The Executive shall faithfully and competently perform the duties and responsibilities set forth herein.

2. Benefits. Subject to the terms of this Agreement, and contingent upon execution (on the date hereof) and effectiveness of the general release attached hereto as Exhibit A, the Executive shall be entitled to receive only (i) the sum of $150,000, $10,000 of which is being paid as consideration for the execution of the general release referred to above, and (ii) a base salary equal to $20,000 per month through and until October 31, 2007, payable in accordance with the Company’s normal payroll practices. The Executive explicitly waives any severance or notice entitlement or any other compensation, rights or entitlements he may have otherwise been entitled to (a) under the Employment Agreement and (b) under any other agreements, programs and plans with or maintained or sponsored by the Company or any subsidiary or affiliate thereof, other than the Executive’s entitlements under Section 1.5.2 of the Employment Agreement and any stock option awards outstanding on the date hereof, in accordance with the terms thereof and the option plan such awards were granted under and as supplemented by this Agreement. The benefits contained in this Section 2 shall be contingent upon the Executive’s compliance with all the terms and provisions of this Agreement, including without limitation the restrictive covenants contained herein, and the effectiveness of the general release referred to above, and the Executive hereby acknowledges and agrees that, except as otherwise provided in this Section 2, he is not entitled to any other remuneration, compensation, equity entitlements or benefits of any kind from the Company or any subsidiary or affiliate thereof.

3. Confidential Information and Non-Disparagement.

(a) Confidential Information. Executive acknowledges that, during his employment and until his Resignation Date, he has and will continue to receive Confidential Information (as defined below) in order to perform his job. Executive agrees that such Confidential Information is of such a sensitive nature that it changes on a continuous basis and that, until the Resignation Date, he will continue to receive Confidential Information which he has never received before. For purposes of this Agreement, “Resignation Date” shall mean October 31, 2007 or the date of such earlier termination of employment by the Company hereunder. The Executive shall not, without the prior express written consent of the Company, directly or indirectly, divulge, disclose or make available or accessible any Confidential Information (as defined below) to any person, firm, partnership, corporation, trust or any other entity or third party (other than when required to do so by a lawful order of a court of competent jurisdiction or any governmental authority or agency). In addition, the Executive shall not create any derivative work or other product based on or resulting from any Confidential Information. The Executive shall also proffer to the Company’s General Counsel, no later than the Resignation Date, and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in the Executive’s actual or constructive possession or which are subject to his control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Company,

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or any subsidiary or affiliate of the Company, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, data gathering methods and/or strategies of the Company or any subsidiary or affiliate. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any information that is, or becomes, generally available to the public (unless such availability occurs as a result of the Executive’s breach of any portion of this Section 3(a)). Additionally, the Executive agrees to continue to comply with the terms and provisions of the Employee Proprietary Information Agreement (the “Proprietary Information Agreement”) dated on or about February 27, 2005 and the terms and provisions of such agreement shall be deemed incorporated into this Agreement by reference thereto.

(b) Non-disparagement. For a period of five (5) years from the date of execution of this Agreement, the Executive shall not at any time make any statement or representation, written or oral, which the Executive knows or should know will, or which the Executive knows or should know is reasonably likely to, impair, bring into disrepute, or adversely affect in any way the reputation, good will, business, customer or supplier relationships, or public relations of the Company, any subsidiary, any affiliate, any successor, and/or any person or entity which the Executive knows or should know is one of the following: (i) a member of the Board or the board of directors of any subsidiary and/or any affiliate of the Company, (ii) an employee of the Company or any subsidiary and/or any affiliate of the Company, (iii) a person or entity who has or has had a legal or beneficial ownership interest in the Company or any subsidiary and/or any affiliate of the Company (an “Owner”), and/or (iv) an owner, employee, director, partner, representative of and/or adviser to any such Owner.

4. Announcement. The parties mutually agree that the content of any press release announcing the Executive’s resignation as Chief Executive Officer and President and the other matters covered by or referred to in this Agreement shall be substantially in the form as set forth in Exhibit B. Further, the parties agree that any announcement or other communication by the Executive with respect to the Executive’s tenure with the Company, resignation or termination of employment shall be disclosed to the Company prior to its issuance or publication and shall not be announced, issued or otherwise published until and unless the Company consents in writing to any such announcement and its content.

5. Standstill Restrictions. For a period of 24 months from the Resignation Date (the “Standstill Period”), except as specifically requested in writing by the Company, the Executive, singly or with any other person, directly or indirectly, shall not propose, enter into or agree to enter into, or encourage any other person to propose, enter into or agree to enter into (a) any form of business combination, acquisition or other transaction relating to the Company and/or any subsidiary or affiliate thereof or (b) any form of restructuring, recapitalization or similar transaction with respect to the Company. Furthermore, during the Standstill Period, except as specifically requested in writing by the Company and/or any subsidiary or affiliate thereof, the Executive shall not, singly or with any other person, directly or indirectly, (1) acquire, or offer, propose or agree to acquire, by tender offer, purchase or otherwise, any voting securities of the Company except through the exercise of options granted to the Executive by the

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Company, (2) make, or in any way participate in, any solicitation of proxies or written consents with respect to voting securities of the Company (it being understood that the mere execution of a proxy for his own securities beneficially owned by the Executive shall not be treated as constituting participation in such a solicitation), (3) become a participant in any election contest with respect to the Company or a nominee to the Board or a member of the Board, (4) seek to influence any person with respect to the voting or disposition of any voting securities of the Company, (5) demand a copy of the Company’s list of stockholders or its other books and records, (6) participate in or encourage the formation of any partnership, syndicate or other group that owns or seeks or offers to acquire beneficial ownership of any voting securities of the Company or that seeks to affect control of the Company or for the purpose of circumventing any provision of this Agreement, (7) propose or support any director or slate of directors for nomination, appointment or election to the Board (it being understood that the mere execution of a proxy for his own securities beneficially owned by the Executive shall not be treated as constituting such support), (8) otherwise act to seek or to offer to control or influence, in any manner, the management, the Board or policies of the Company and/or any subsidiary or affiliate thereof, or (9) seek to amend or change this Section 5.

6. Non-Compete and Non-Solicitation.

(a) Non-Competition. For a period of 12 months from the Resignation Date (the “Restriction Period”), the Executive shall not, directly or indirectly, provide any services (whether as an employee, agent, consultant, advisor or independent contractor or in any other capacity, directly or indirectly) to any Competitor of the Company or any subsidiary or affiliate of the Company. For the purposes of this Agreement, a “Competitor” shall mean any corporation, partnership or other entity that (i) is doing business within or with respect to any geographic region in which the Company, any subsidiary or any affiliate of the Company does business and (ii) is engaged in a business or has one or more product or service lines competitive with the Company or any subsidiary or affiliate of the Company. Notwithstanding the foregoing, the Executive shall not be prohibited during the Restricted Period from being a passive investor where the Executive owns not more than five percent (5%) of the outstanding capital stock of any publicly-held company.

(b) Non-Solicitation. During the Restricted Period, the Executive shall not, directly or indirectly, request, advise or suggest nor shall the Executive, directly or indirectly, assist any other person or entity to request, advise, or suggest to any customer and/or vendor of the Company or any subsidiary or affiliate of the Company, that the customer and or vendor curtail, cancel or withdraw its business from the Company or any subsidiary or affiliate of the Company or that the customer and/or vendor not expand its relationship with the Company or any subsidiary or affiliate of the Company. The Executive shall not directly or indirectly solicit or accept the business of any customer or prospect of the Company or any subsidiary or affiliate of the Company with whom the Executive (i) had any contact during the Executive’s last twelve (12) months of employment with the Company, or (ii) had any access to the Company’s Confidential Information with respect to the customer or prospect during the last twelve (12) months of the Executive’s employment with the Company. The Executive shall not induce or solicit any employee, consultant or independent contractor of the Company or any subsidiary or affiliate of the Company to leave the employ or service of the Company or any subsidiary or

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affiliate of the Company and the Executive shall not induce, solicit, engage or hire any employee, consultant or independent contractor of the Company or any subsidiary or affiliate of the Company who was employed or engaged by the Company or any subsidiary or affiliate of the Company during the last twelve (12) months of the Executive’s employment with the Company

7. Scope of Agreement; Enforceability. Executive agrees that the restrictions contained in paragraphs 3, 4, 5, and 6 herein are reasonable as to time, scope of activity restricted, and geographical or customer restriction and that such are reasonably necessary to protect the legitimate business interests of the Company, including its Confidential Information and good will and that such restrictions will not impose any substantial hardship on Executive. Executive agrees that if he, or anyone on his behalf, challenges in any way the enforceability of such paragraphs, his outstanding stock options shall cease to be exercisable. Should any portion of paragraphs 3, 4, 5, or 6 for any reason be found unenforceable as a result of such challenge, Executive shall be obligated to return to the Company, within thirty (30) days of such finding, the value of any profits received by the Executive through exercise of such options. This Agreement shall inure to the benefit of and be enforceable by the Executive’s heirs, beneficiaries and/or legal representatives. This Agreement shall inure to the benefit of and be enforceable by the Company and its successors and assigns. If any term or provision of this Agreement, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

8. Material Inducements. The provisions of Sections 3, 4, 5 and 6 of this Agreement are material inducements to the Company entering into and performing this Agreement. In the event of any breach of the provisions of Sections 3, 4, 5 and/or 6 of this Agreement by the Executive, in addition to all other remedies at law or in equity possessed by the Company, the Company shall have the right to cancel any unexercised Options, with no further compensation due to the Executive, and/or to require that the Executive repay any of the profits received by the Executive through exercise of any Options. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Sections 3, 4, 5 and/or 6 of this Agreement. The Executive further agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of Sections 3, 4, 5 and/or 6 of this Agreement, and to specific performance of each of the terms of such Sections in addition to any other legal or equitable remedies that the Company may have, without any requirement to post bond or other security. The Executive also agrees that he shall not, in any equity proceeding relating to the enforcement of the terms of this Agreement, raise the defense that the Company has an adequate remedy at law.

9. Assistance. The Executive agrees to personally provide reasonable assistance and cooperation to the Company in activities related to the prosecution or defense of any pending or future lawsuits or claims involving the Company, and the Company will reimburse the Executive for reasonable out-of-pocket costs incurred in rendering such assistance.

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10. Amendments/Waiver. This Agreement may not be amended, waived or modified otherwise than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. No waiver by any party to this Agreement of any breach of any term, provision or condition of this Agreement by the other party shall be deemed a waiver of a similar or dissimilar term, provision or condition at the same time, or any prior or subsequent time.

11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when received by hand-delivery to the other party, by facsimile transmission, by overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive, at his residence address most recently filed with the Company

If to the Company:	John Harvey, Esq.
	General Counsel
	i2 Technologies, Inc.
	11701 Luna Road
	Dallas, Texas 75234
	Facsimile No: (469) 357-6566

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

12. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas without reference to its choice of law provisions and shall be binding upon the parties and their respective heirs, executors, successors and assigns. Each party agrees that the state and federal courts of Texas shall have sole and exclusive jurisdiction over the parties hereto and the subject matter herein. Each party further agrees that the venue for any state or federal action shall be Dallas, Texas. Neither party to this Agreement shall contest such venue, jurisdiction or assert that Dallas, Texas is a forum non convenience in respect of any dispute. No dispute shall be submitted for arbitration without the express written consent of each party hereto.

13. Entire Agreement. This Agreement and the Proprietary Information Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede and terminate all prior agreements, promises, covenants, arrangements, communications, representations and warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter, including without limitation the Employment Agreement.

14. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

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15. Withholding. All payments and any option exercises hereunder shall be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation.

16. Section Headings. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

17. Advice of Counsel. Executive is hereby advised to seek legal advice prior to executing this Agreement or the General Release attached as Exhibit A.

IN WITNESS WHEREOF, the Executive and the Company have caused this Agreement to be executed as of the date first above written.

/s/ Michael E. McGrath
Michael E. McGrath
i2 TECHNOLOGIES, INC.
By:	/s/ John Harvey
	John Harvey
	Vice-President and General Counsel

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EX-10.2

Exhibit 10.2

Exhibit A

General Release

IN CONSIDERATION OF good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the terms and conditions contained in the Agreement dated as of July 30, 2007 (the “Agreement”) by and between Michael E. McGrath (the “Executive”) and i2 Technologies, Inc. (the “Company”), the Executive on behalf of himself and his heirs, executors, administrators and assigns, releases and discharges the Company and its past, present and future subsidiaries, divisions, affiliates and parents, and their respective current and former officers, directors, employees, agents and/or owners, and their respective successors and assigns, and any other person or entity claimed to be jointly or severally liable with the Company or any of the aforementioned persons or entities (the “Released Parties”), from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims and demands whatsoever (“Losses”) which the Executive and his heirs, executors, administrators and assigns had, have or may hereafter have against the Released Parties or any of them arising out of or by reason of any cause, matter or thing whatsoever from the beginning of the world to the Resignation Date (as such term is defined in the Agreement), including without limitation any and all matters relating to the Executive’s employment by or service as a director with the Company, its subsidiaries or affiliates and the cessation of any thereof, and any and all matters arising under any federal, state or local statute, rule or regulation, or principle of contract law or common law, including but not limited to the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the Texas Labor Code, Tex. Labor Code §§ 21.001 et seq. and any other equivalent or similar federal, state or local statute; provided, however, that the Executive does not release or discharge the Released Parties from any of the Company’s obligations to him under: the Agreement; any vested benefit the Executive may be due under a tax qualified plan sponsored or maintained by the Company; any rights of indemnification Executive may have pursuant to Company policy or under any applicable D&O policy; or Losses under the ADEA which arise after the date on which the Executive executes this general release. It is understood and acknowledged that nothing contained in this general release shall operate to adversely affect, diminish or waive any rights which the Executive may have or possess as a Director or shareholder of the Company arising out of or by reason of any cause, matter or thing following Resignation Date. It is also understood that nothing in this general release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to the Executive, any such wrongdoing being expressly denied.

The Executive represents and warrants that he fully understands the terms of this general release, that he has been advised in writing to seek, and has sought, the benefit of advice of legal counsel, and that he knowingly and voluntarily, of his own free will, without any duress,

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being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwise provided herein, the Executive understands that as a result of executing this general release, he will not have the right to assert that the Company or any other of the Released Parties unlawfully terminated his employment or violated any of his rights in connection with his employment or otherwise.

The Executive further represents and warrants that he has not filed, and will not initiate or cause to be initiated on his behalf, any complaint, charge, claim or proceeding against any of the Released Parties before any federal, state or local agency, court or other body relating to any claims barred or released in this General Release and will not voluntarily participate in such a proceeding. However, nothing in this general release shall preclude or prevent the Executive from filing a claim which challenges the validity of this general release solely with respect to the Executive’s waiver of any Losses arising under the ADEA. The Executive shall not accept any relief obtained on his behalf by any government agency, private party, class of litigants or otherwise with respect to any claims covered by this General Release.

The Executive may take twenty-one (21) days to consider whether to execute this General Release. Upon the Executive’s execution of this general release, the Executive will have seven (7) days after such execution in which he may revoke such execution. In the event of revocation, the Executive must present written notice of such revocation to the office of the Company’s Corporate Secretary. If seven (7) days expire without receipt of such notice of revocation, this General Release shall become binding and effective on the eighth (8th) day after the execution hereof.

INTENDING TO BE LEGALLY BOUND, I hereby set my hand below:

Dated: July 30, 2007	/s/ Michael E. McGrath
	Michael E. McGrath

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EX-99.1

Exhibit 99.1

i2 Announces Resignation of Michael E. McGrath as President and CEO

DALLAS – July 31, 2007 – i2 Technologies, Inc. (NASDAQ: ITWO) today announced the resignation of Michael E. McGrath as president and chief executive officer (CEO), effective July 30, 2007. The company had previously announced in May that McGrath was expected to retire from i2 by the end of the year.

“Michael became CEO during a critical time in our history, and brought a great deal of energy and passion to the position while leading us through many key initiatives, including stabilizing the company financially, improving our management foundation and setting the stage for future growth,” said i2 Founder and Chairman Sanjiv Sidhu. “Under his leadership, i2 has achieved eight consecutive quarters of profitability and improved liquidity. His increased focus on our services business has led to increases in our services revenue as we continue to transition to a solutions-oriented provider. His vision in the area of new-generation supply chain management solutions has helped i2 continue its leadership in the supply chain management space. Michael’s contributions have been many and we are grateful for all he has done on behalf of i2.”

“I have appreciated the opportunity to serve i2 as its president and CEO the last two and a half years,” said McGrath. “I will miss the daily contact that I have had working with i2’s world-class employees and customers. i2 has a bright future and I know the company will continue to deliver tremendous value to the companies it serves.”

McGrath, who intends to pursue other opportunities, continues as a director of the company and is expected to remain employed by i2 in an advisory capacity as CEO emeritus through October 31, 2007. In that role, he will continue to assist the board of directors with the search for a new CEO.

About i2

i2 helps business leaders make better supply chain decisions. i2’s flexible new-generation solutions are designed to synchronize demand and supply across ever-changing global business networks. i2’s innovative supply chain management tools and services are pervasive in a wide cross-section of industries; 20 of the AMR Research Top 25 Global Supply Chains belong to i2 customers. Learn more at www.i2.com.

i2 is a registered trademark of i2 Technologies US, Inc. and i2 Technologies, Inc.

i2 Cautionary Language

This press release contains forward-looking statements based on current expectations and involves risks and uncertainties that may cause actual results to differ from those projected. For a discussion of factors which could cause actual results to differ materially from those in forward-looking statements, please refer to i2’s recent filings with the SEC, particularly the Quarterly Report on Form 10-Q filed May 9, 2007 and the Annual Report on Form 10-K filed March 30, 2007. i2 expressly disclaims any current intention to update the forward-looking information contained in this news release.

For More Information Contact:
Tom Ward	Beth Elkin
i2 Investor Relations	i2 Corporate Communications
469-357-3854	469-357-4225
tom_ward@i2.com	beth_elkin@i2.com

EX-99.2

Exhibit 99.2

Dr. Pallab K. Chatterjee Appointed Interim CEO of i2

DALLAS – July 31, 2007 – i2 Technologies, Inc. (NASDAQ: ITWO) today announced that Dr. Pallab K. Chatterjee, i2 executive vice president, Solutions Operations and chief delivery officer, has been appointed interim chief executive officer (CEO). The company had previously announced that Michael E. McGrath had resigned the role of CEO and president to pursue other opportunities.

Chatterjee joined i2 in January 2000 as chief operating officer and held numerous leadership positions before assuming the role of executive vice president, Solutions Operations and chief delivery officer. During his tenure, Chatterjee has been integral to some of i2’s top sales and services efforts, including the company’s Supply Chain Leaders initiative. He has also been responsible for i2’s India operations, service delivery, and research and development. He has led i2 teams and key customers, including many of the Fortune 500, through supply chain transformations around the world. Chatterjee also possesses an in-depth understanding of i2’s leading supply chain solutions from a customer’s perspective, as he spent his early career at Texas Instruments Incorporated (TI). From 1976 until joining i2, Chatterjee served in several key executive officer positions with TI, including president of the company’s $1 billion Personal Productivity Products division, and senior vice president and chief information officer.

“Pallab Chatterjee is a longtime i2 executive with a deep knowledge of i2’s customer base, extensive industry experience, and operational know-how,” said i2 Founder and Chairman Sanjiv Sidhu. “The board is confident that he, backed by i2’s top-notch executive team, will skillfully lead i2 in this time of transition.”

i2’s board of directors continues its search for a new CEO, and Chatterjee is among the candidates being evaluated to fill that position on a permanent basis.

About i2

i2 helps business leaders make better supply chain decisions. i2’s flexible new-generation solutions are designed to synchronize demand and supply across ever-changing global business networks. i2’s innovative supply chain management tools and services are pervasive in a wide cross-section of industries; 20 of the AMR Research Top 25 Global Supply Chains belong to i2 customers. Learn more at www.i2.com.

i2 is a registered trademark of i2 Technologies US, Inc. and i2 Technologies, Inc.

i2 Cautionary Language

This press release contains forward-looking statements that involve risks and uncertainties that may cause actual results to differ from those projected. For a discussion of factors which could cause actual results to differ materially from those in forward-looking statements, please refer to i2’s recent filings with the SEC, particularly the Quarterly Report on Form 10-Q filed May 9, 2007 and the Annual Report on Form 10-K filed March 30, 2007. i2 expressly disclaims any current intention to update the forward-looking information contained in this news release.

For More Information Contact:

Tom Ward	Beth Elkin
i2 Investor Relations	i2 Corporate Communications
469-357-3854	469-357-4225
tom_ward@i2.com	beth_elkin@i2.com