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 17, 2008

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.

(b) Effective December 17, 2008, i2 Technologies, Inc. (“i2” or the “Company”) appointed Jackson L. Wilson, Jr., the Company’s Executive Chairman of the Board, to be the Company’s new Chief Executive Officer. Mr. Wilson replaces Dr. Pallab K. Chatterjee who is leaving the Company. Dr. Chatterjee will remain an employee of the Company until December 31, 2008. For purposes of each employment, equity compensation or benefit agreement, plan or arrangement of the Company and its subsidiaries to which Dr. Chatterjee is a party or otherwise participates, the Company has agreed to treat Dr. Chatterjee’s departure as a termination by the Company other than for “cause” (as such term is defined in any such applicable agreement, plan or arrangement). Dr. Chatterjee was appointed as i2’s CEO on May 13, 2008 and prior to that, had been i2’s interim CEO since July 31, 2007.

(c) On December 17, 2008, the Company’s Board of Directors appointed Mr. Wilson, age 61, as Chief Executive Officer effective immediately. Mr. Wilson has been i2’s Executive Chairman of the Board since May 5, 2008. Mr. Wilson has served as a director of i2 since April 2005. Prior to being appointed as the Executive Chairman of the Board, Mr. Wilson served as a member of the Audit Committee and the Strategic Review Committee.

From 1983 through August 2004 when he retired, Mr. Wilson served in various roles at Accenture Ltd, including Director; Managing Partner—Accenture Technology Ventures, Corporate Development Officer and, most recently, Chief Executive Officer—Business Process Outsourcing. Mr. Wilson is the former Chairman of the Board of Avanade Inc., a private joint venture between Accenture and Microsoft Corporation (technology integration on the Microsoft platform), and a director of Seraph Group LLC, a registered investment company, as well as a director of a privately-held company.

There is no family relationship between Mr. Wilson 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 Mr. Wilson has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

(e) On December 19, 2008, in connection with Dr. Chatterjee’s departure, Dr. Chatterjee and i2 entered into a Severance Agreement and General Release (the “Severance Agreement”). Under the terms of the Severance Agreement, Dr. Chatterjee will remain an employee of the Company until December 31, 2008 and will be subject to certain confidentiality and non-solicitation obligations. Dr. Chatterjee also agreed to a general release in favor of i2 and certain other persons except that he did not release any rights to indemnification under his Indemnification Agreement dated June 30, 2008.

Pursuant to the Severance Agreement, the Company agreed to pay Dr. Chatterjee (i) his regular pay through December 31, 2008, to the extent not already paid, (ii) an annual bonus for 2008 of $558,000 and (iii) a severance payment of $914,371. Furthermore, the Company agreed that 80,000 restricted stock units vested on the date of termination. The Severance Agreement also provides for the acceleration of vesting of Dr. Chatterjee’s stock option awards and provides that he will have until the earlier of the expiration of the applicable stock option award or the first anniversary of its date of termination to exercise. The Severance Agreement also provides that except as otherwise provided in the Severance Agreement, Dr. Chatterjee shall not be entitled to any payments or benefits under his Amended and Restated Executive Retention Agreement entered into effective as of May 23, 2008. Certain of these payments will be held for six months due to 409A regulations applicable to “specified employees.”

The foregoing summary is subject to, and qualified in its entirety by the Severance Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events

On December 19, 2008, i2 issued a press release announcing the replacement of Dr. Pallab K. Chatterjee as i2’s Chief Executive Officer and the appointment of Jackson L. Wilson, Jr. as i2’s new Chief Executive Officer. A copy of this press release is filed herewith as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
10.1	Severance Agreement and General Release dated December 19, 2008
99.1	Press Release dated December 19, 2008

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 19, 2008	i2 TECHNOLOGIES, INC.
	By:	/s/ Michael J. Berry
		Michael J. Berry
		Executive Vice President, Finance and Accounting and Chief Financial Officer

EX-10.1

Exhibit 10.1

SEVERANCE AGREEMENT AND GENERAL RELEASE

i2 Technologies, Inc., hereinafter (“Employer”) and Pallab Chatterjee, hereinafter (“Employee”), his/her heirs, executors, administrators, successors, and assigns, agree that:

1. Resignation; Last Day of Employment: Employee hereby resigns his position as Chief Executive Officer of the Employer as of December 17, 2008. Employee further resigns from any director or officer positions of Employer and of Employer’s direct or indirect subsidiaries or divisions as of December 17, 2008. Employer accepts such resignations and Employer and Employee hereby agree that the Employee’s last day of employment with Employer will be December 31, 2008 (the “Termination Date”).

2. Consideration: In consideration for signing this Severance Agreement and General Release (the “Agreement”) and compliance with the promises made herein, Employer agrees to pay the Employee the payments and benefits set forth on Exhibit A and Employer and Employee hereby modify the Amended and Restated Executive Retention Agreement entered into effective as of May 23, 2008 between the Employer and the Employee (the “Retention Agreement”) as set forth below. Except as set forth in this Agreement, Employee shall not be entitled to any payments or benefits under the Retention Agreement. If Employee has i2 medical or dental plan coverage on the day before the Termination Date, Employee will be offered an opportunity to continue such coverage through COBRA processed via Ceridian.

3. Additional Consideration for Execution of this Agreement: Employee understands and agrees that he/she is receiving additional consideration from that provided in the Retention Agreement for his/her execution of this Agreement and the fulfillment of the promises contained herein.

4. Revocation/Effective Date: Employee may revoke this Agreement for a period of seven (7) calendar days following the day he/she executes this Agreement and General Release. Any revocation within this period must be submitted, in writing, to Elizabeth Quaye, One i2 Place, 11701 Luna Road, Dallas, TX 75234 and state, “I hereby revoke my acceptance of our Agreement and General Release.” The revocation must be personally delivered to Elizabeth Quaye or her designee, or sent via facsimile number 469-357-7132 to Elizabeth Quaye within seven (7) calendar days of execution of this Agreement. This Agreement shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the state in which Employee was employed at the time of his/her last day of employment, then the

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

Pallab Chatterjee Initial

revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday. This Agreement shall become effective when Employee has not exercised his/her right to revoke and upon the expiration of the seven (7) day period (the “Effective Date”).

5. General Release of Claims: This Section 5 shall supersede and replace Section 8 of the Retention Agreement. Employee knowingly and voluntarily releases and forever discharges Employer, its parent corporation, affiliates, subsidiaries, divisions, successors and assigns and the current and former employees, attorneys, officers, directors and agents thereof (collectively referred to throughout this Agreement as “Employer”), of and from any and all claims, arising from any act, omission or event that occurred on or before the Effective Date, known and unknown, which the Employee has or may have against Employer as of the Effective Date of this Agreement, including, but not limited to, any alleged violation of:

• Title VII of the Civil Rights Act of 1964, as amended;

• The Civil Rights Act of 1991;

• Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

• The Employee Retirement Income Security Act of 1974, as amended;

• The Immigration Reform and Control Act, as amended;

• The Americans with Disabilities Act of 1990, as amended;

• The Age Discrimination in Employment Act of 1967, as amended;

• The Family and Medical Leave Act;

• The Workers Adjustment and Retraining Notification Act, as amended;

• The Occupational Safety and Health Act, as amended;

• Any State or Local Civil Rights laws;

• Any State or Local wage law;

• Any other federal, state or local law, statute, regulation or ordinance of any kind whatsoever;

• Any public policy, contract, tort, or common law claim; and

• Any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.

Notwithstanding anything to the contrary, this Release shall not release any rights to indemnification which the Employee has in his Indemnification Agreement dated June 30, 2008 (“Indemnification Agreement”).

6. Affirmations: Employee affirms that he/she has not filed, caused to be filed, and is not presently a party to any claim, complaint, or action against Employer in any forum or form. Employee further affirms that he/she has been paid and has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he/she may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement. Employee further affirms that he/she has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act. Employee further affirms that he/she has filed all reports of ownership and changes of ownership in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended.

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

Pallab Chatterjee Initial

7. Confidentiality: Employee agrees not to disclose any information regarding the existence or substance of this Agreement, except to his/her spouse, tax advisor, and an attorney with whom Employee chooses to consult regarding this Agreement. Nothing herein is intended to or shall preclude Employee from filing a complaint and/or charge with any appropriate federal, state, or local government agency and/or cooperating with said agency in its investigation. Employee, however, shall not be entitled to receive and hereby waives any relief, recovery, or monies in connection with any complaint or charge brought against Employer, without regard as to who brought any said complaint or charge.

8. Non-Solicitation of Employees: Employee agrees that for a period of twelve (12) months after signing this agreement, he/she will not directly or indirectly, whether on behalf of him/herself or any other entity, solicit, recruit or employ any of Employer’s employees, or cause any such employees to leave the employment of Employer. Release from this restriction may only be obtained by written waiver from an Executive Officer of Employer. In the event that any of the provisions of this section 8 should ever be judicially determined to exceed the limitations permitted by applicable law, then the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted by law and/or severed from this Agreement such that the remainder of the Agreement shall remain valid and enforceable.

9. Expense reimbursement: All expenses incurred on behalf of Employer must be submitted within 30 days of the Employee’s Termination Date for reimbursement. If such expenses are not submitted within that 30 day time frame, Employer will not be responsible for reimbursing the Employee.

10. Payroll Deduction Authorization: Employee agrees to sign and return the attached Payroll Deduction Authorization Form as an eligibility requirement for receiving Severance benefits.

11. Equipment Return: As a condition to receiving the consideration set forth in this Agreement, Employee must have returned all i2 property and equipment in a reasonable condition as of the Effective Date.

12. Governing Law and Interpretation: This Agreement and General Release shall be governed and conformed in accordance with the laws of the state of Texas without regard to its conflict of laws provisions. In the event the Employee breaches any provision of this Agreement and General Release, Employee and Employer affirm that either may institute an action to specifically enforce any term or terms of this Agreement and General Release, and if such an action is commenced, the governing venue for such action shall be in Dallas County, Texas. Should any provision of this Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Release in full force and effect.

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

Pallab Chatterjee Initial

13. Severability: Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Release in full force and effect.

14. Non-admission of Wrongdoing: Employer and Employee agree that neither this Agreement nor the furnishing of the consideration for this Release shall be deemed or construed at anytime for any purpose as an admission by either, or evidence of any liability or unlawful conduct of any kind.

15. Amendment: This Agreement may not be modified, altered or changed except in writing and signed by Employee and an Executive Officer of Employer, wherein specific reference is made to this Agreement.

16. Violation of Agreement: If Employee violates any of the terms of this Agreement, Employer’s obligation to make payments or provide other benefits under this Agreement will stop immediately, and Employee will be required to return all payments already received. In such an event, Employee’s release of claims against Employer will continue to apply and Employee will be liable for any attorney’s fees or other costs as a result of Employee’s violation of this Agreement.

17. Understanding of Terms: Employee acknowledges that he/she has read this Agreement completely, has had the opportunity to seek legal counsel, and fully understands the terms, nature and effect of this Agreement, which he/she voluntarily executes in good faith. Employee acknowledges that he/she has not relied on any representations, promises, or agreements of any kind made to him/her in connection with his/her decision to accept this Agreement and General Release, except for those set forth in this Agreement and General Release.

18. Review by an Attorney: You are advised to have this Agreement reviewed by an attorney of your choice. By signing this Agreement, you acknowledge that you have had enough time to have an attorney review this Agreement, and that you have either done so or you have decided not to have an attorney review this Agreement.

19. Counterparts: Duplicate copies of this Agreement may be signed, and each copy will be considered an original document, but when taken together, all copies will constitute one Agreement.

20. Entire Agreement: This Agreement sets forth the entire agreement between the Employee and Employer, and fully supersedes the Resignation Letter dated December 18, 2008, to be effective December 17, 2008, and any prior agreements or understandings between the Employee and the Employer, except for the Indemnification Agreement, Employee Proprietary Information Agreement as well as the invention and non-disclosure agreements contained therein, i2 Technologies 1995 Stock Option/Stock Issuance Plan, and any applicable arbitration agreement previously executed by Employee. These enumerated documents or agreements will remain effective, notwithstanding the execution of this Agreement.

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

Pallab Chatterjee Initial

EMPLOYEE HAS BEEN ADVISED THAT HE/SHE HAS AT LEAST TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND IS ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.

EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET FORTH HEREIN, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE/SHE HAS OR MIGHT HAVE AGAINST EMPLOYER.

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and General Release as of the date set forth below:

i2 Technologies US, Inc.

By:	/s/ John Harvey	Date:	December 19, 2008
	John Harvey
	Senior Vice President, Secretary and General Counsel
/s/ Pallab Chatterjee		Date:	December 19, 2008
	Pallab Chatterjee

Exhibit A

Pallab Chatterjee Severance

Effective Date: December 31, 2008
Two Part Payment:
For 2008:
Annual Base Salary:	Regular pay through 12/31/08, to the extent not already paid
Annual bonus:	$450,000*124% = $558,000
	THIS PAYMENT WILL BE HELD FOR 6 MONTHS DUE TO 409A REGULATIONS APPLICABLE TO “SPECIFIED EMPLOYEES”
Remaining vacation:	Remaining hours payable on last check
Severance:
Annual Base Salary	$450,000
Annual Bonus at target	$450,000
12 months COBRA	$  14,371
TOTAL SEVERANCE	$914,371

ALL SEVERANCE PAYMENTS WILL BE HELD FOR 6 months due to 409A regulations applicable to “specified employees”

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

Pallab Chatterjee Initial

Options:

Fully vest on date of termination – All underwater

One year to exercise (or expiration, if earlier)

Option Price	Options Outstanding	Options Vested	Options Unvested
$22.50	2,917	2,917	0
$22.50	17,083	17,083	0
$16.25	1,166	1,166	0
$16.25	6,833	6,833	0
$7.54	15,958	10,749	5,209
$7.54	34,042	34,042	0
$13.82	4,393	0	4,393
$13.82	20,607	19,270	1,337
$15.87	7,852	6,601	1,251
$15.87	22,148	14,023	8,125
$25.70	3,744	0	3,744
$25.70	11,256	6,562	4,694
$12.33	9,012	0	9,012
$12.33	43,898	529	43,369
$11.00	6,619	0	6,619
$11.00	193,381	2,000	191,381
	400,909	121,775	279,134

RSUs:

Accelerate on date of termination

Based on ITWO price of $6.14

50,000	$	307,000
30,000	$	184,200
	$	491,200

STOCK WILL BE HELD FOR 6 months due to 409A regulations applicable to “specified employees”

• FICA and Medicare taxes are due immediately on accelerated RSUs and will be withheld from final pay.

• Federal income tax withholding is not due until the RSUs are issued to Pallab in 6 months based on their value on the date issued, not date of termination.

• If there is a CIC during the 6 month waiting period:

o If shares are replaced with cash, he will pay taxes on the cash

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

Pallab Chatterjee Initial

o If i2 shares are replaced by another company stock shares, he will be taxed at the value of those shares on the date of issue.

Total Value Today (including amounts held for six months due to 409A regulations): $1,963,571

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

Pallab Chatterjee Initial

EX-99.1

Exhibit 99.1

i2 Announces Executive Leadership Change

DALLAS – December 19, 2008 – i2 Technologies, Inc. (NASDAQ:ITWO) today announced that its board of directors has appointed i2 executive chairman Jackson L. Wilson Jr. chief executive officer (CEO). Wilson replaces Dr. Pallab K. Chatterjee who is leaving the company to pursue other opportunities.

Chatterjee joined i2 in January 2000 as chief operating officer and held numerous i2 leadership positions before being named interim CEO in July 2007 and CEO in May 2008. During his tenure, Chatterjee was integral to some of i2’s top sales and services efforts, including the company’s Supply Chain Leaders initiative. He was also responsible for i2’s India operations, service delivery, and research and development. He led i2 teams and key customers, including many of the Fortune 500, through supply chain transformations around the world. Chatterjee serves as chairman of IBS and chairman of the science and technology board at General Motors.

“Throughout my tenure at i2 I have had the privilege of working alongside some very talented i2ers, achieving tremendous supply chain results for some of the world’s leading companies. Now it is time for me to move on. I leave i2 with a great sense of pride for all that we accomplished,” said Chatterjee.

Wilson has been a member of the i2 board of directors since April 2005 and was named executive chairman of the board in May 2008. He previously served as the chairman of the audit committee and the strategic review committee. As chairman and CEO, Wilson has resigned his role on the strategic review committee of the board to enable full time focus on the operations of the company. Wilson retired as CEO of Accenture’s Business Process Outsourcing (BPO) division in August 2004. As CEO he was responsible for implementing Accenture’s strategy to increase its share of the growing BPO market. Until March 2002, Wilson also served as managing general partner of Accenture Technology Ventures, the venture capital unit of Accenture. Previously, he was the managing partner of global markets for Accenture. Wilson joined Accenture in 1975 and became partner in 1983.

“On behalf of the i2 board of directors, I want to thank Pallab for his deep commitment to i2 and his many contributions to the company’s success,” said Wilson. “I am excited about the opportunity to take on a larger leadership position with i2 and to work more closely with the great i2ers who deliver supply chain results to companies around the world.”

About i2

Throughout its 20-year history of innovation and value delivery, i2 has dedicated itself to building successful customer partnerships. As a full-service supply chain company, i2 is uniquely positioned to help its clients achieve world-class business results through a combination of consulting, technology, and managed services. i2 solutions are pervasive in a wide cross-section of industries; 21 of the AMR Research Top 25 Global Supply Chains belong to i2 customers. Learn more at www.i2.com.

i2 Cautionary Language

This press release contains forward-looking statements that involve risks and uncertainties, including forward-looking statements regarding i2’s management team and its ability to deliver results to i2’s customers worldwide. For a discussion of factors which could impact i2’s financial results and 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 for the quarter ended September 30, 2008 and the Annual Report on Form 10-K for the year ended December 31, 2007. i2 expressly disclaims any current intention to update the forward-looking information contained in this news release.

For more information, please 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