Robert C. and Patricia C. Humphrey - Page 5

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               On December 17, 1999, the president of i2, Greg Brady, sent            
          an e-mail to certain i2 employees announcing the resignation and            
          retirement of petitioner effective December 31, 1999.  The e-mail           
          stated:                                                                     
               To i2 Management:                                                      
               It is with great regret that I announce the resignation                
               and retirement of Robert Humphrey from i2 effective                    
               December 31, 1999.  Robert has been a strong and                       
               visible force during the critical growth of i2 for the                 
               past 4 1/2 years serving as our Vice President of                      
               Marketing.  We will miss Robert’s leadership, energy                   
               and passion.                                                           
               Robert is planning on taking time off with his family                  
               and then his focus will be on charitable work and                      
               personal investments.                                                  
               We are actively searching for a new VP of Marketing.                   
               In the interim, Jim Wilson will be assuming the                        
               leadership role for i2’s Marketing organization.                       
               Please wish Robert well in the next stage of his life                  
               as we will surely miss him.                                            
               Sanjiv Sidhu, i2’s CEO, responded to Mr. Brady’s e-mail,               
          advising him to send the e-mail to all i2 employees.  On December           
          31, 1999, Mr. Humphrey’s employment as i2’s Senior Vice President           
          of Marketing was terminated.                                                
               An employee termination form for petitioner was completed,             
          identifying December 31, 1999, as his “Qualifying Event Date” and           
          the qualifying event was “Termination or Reduction of Hours”.  On           
          January 9, 2000, i2’s benefits manager completed a Notice of                
          Right to Convert Group Life Insurance for petitioner, identifying           
          December 31, 1999, as his “Termination Date of Insurance and/or             





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