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EXHIBIT 10.03
February 8, 2001
Mr. Norman Neuman Jr.
755 S Freer Road
Chelsea, MI 48118
RE: LETTER OF UNDERSTANDING
Dear Norm:
This letter ("Agreement") confirms the terms and conditions of your separation
from Comshare, Incorporated ("Comshare") under mutually agreed upon
circumstances.
The arrangement will be as follows:
(1) Your termination from Comshare, Incorporated will be effective on February
9, 2001("Termination Date").
(2) Comshare agrees to pay you salary continuation pay commencing from your
"Termination Date" until April 16, 2004 ("Salary Continuation Period"). You (or
in the event of your death, your heirs or estate) will be paid $5,723.83
bi-weekly during the Salary Continuation Period, less appropriate federal and
state withholdings and deductions, on Comshare's regular, scheduled pay dates.
Comshare also agrees to pay you your car allowance in the amount of $945 per
month in bi-weekly installments of $436.16 until February 9, 2002.
(3) Your group health, dental, vision, and life coverage, including elected
dependent coverage, which are currently in effect shall continue for you and any
of your covered dependents until April 16, 2004, or until you are eligible for
group health insurance from other employment, whichever occurs first, provided
that Comshare shall have the right to change such coverage to the extent
Comshare is generally changing coverage for its employees. You shall continue to
make required contributions, via payroll deductions, at the then current rate
for similarly situated Comshare employees. You may also continue to participate
in the Comshare Reimbursement plan including the Health Care flexible spending
account during the Salary Continuation Period. You may convert the group life
insurance plan within thirty (30) days after April 16, 2004. Conversion forms
will be provided to you upon your Termination Date. It is your responsibility to
make application to the insurance company to convert your group term life
insurance to an individual policy within thirty (30) days of the date your group
term life insurance coverage terminates. Long-term disability coverage ceases on
your Termination Date and there is no conversion option available.
(4) You may exercise your rights under the Benefits Adjustment Plan (BAP) in
accordance with the provisions of the plan. In accordance with the terms of the
BAP, you will receive a distribution of the vested amounts credited to your
Deferred Compensation Account and Company Contribution Account as defined in the
BAP. This amount will be distributed to you within a reasonable time following a
special valuation date of January 5, 2002 (the "Special Valuation Date"). In
addition, within a reasonable time after the Special Valuation Date, you will
receive a distribution of the amount credited to your Supplemental Compensation
Account as defined in the BAP. As provided in the BAP, the amount contained in
your Supplemental Compensation Account will be distributed in the form of an
annuity that will be purchased by Comshare and issued in your name to pay the
amount over a period of 180 months (based on an 8% fixed rate of return during
the payout period). In order to receive the distribution of the amounts in the
Deferred Compensation Account and Company Contribution Account after the Special
Valuation Date, you must confirm your intention to receive these amounts after
the Special Valuation Date by signing the attached Distribution Election Form
and returning it to Comshare, Benefits Department, 555 Briarwood Circle, Ann
Arbor, MI 48108 prior to your Termination Date. Taxes will be withheld from
these distributions.
(5) Subject to approval of Comshare's Board of Directors, the period of time
that you have to exercise your vested stock options under Comshare's 1988 Stock
Option Plan and 1998 Global Employee Stock Option Plan will be extended to
permit you to exercise your vested options up to the expiration date of each of
your individual stock option grants under the respective plans. Comshare will
issue to you revised stock option agreements with respect to each of your grants
to reflect the amended terms. Your stock options under the revised terms are
required to be re-classified from incentive stock options to non-qualified stock
options. No additional options will vest beyond your Termination Date.
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(6) Comshare will issue a check to you in the aggregate amount of all payroll
deductions that have been made on your behalf pursuant to your participation in
Comshare's Employee Stock Purchase Plan in calendar year 2001 that have not been
applied to the purchase of shares of the company as of your Termination Date.
(7) Comshare shall make available to you and your qualified dependents, the
election of coverage under the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA") when your group health insurance coverage through Comshare
terminates as required by COBRA. Comshare agrees to pay your COBRA premium for
this coverage from April 16, 2004 through October 31, 2005 or until you become
ineligible for COBRA, whichever event occurs first.
(8) You will be provided with reasonable tax return preparation provided by
Arthur Anderson for calender years 2000 and 2001.
(9) You will not accrue vacation benefits during the Salary Continuation Period.
All unused and accrued vacation that is available to you if any, as of your
Termination Date, will be paid within two weeks of February 9, 2001. Our records
indicate that you have twenty (20) days of unused and accrued vacation.
(10) You will not be eligible to continue active participation, including the
right to make contributions pursuant to the 401(k) provisions of the Profit
Sharing Plan after your Termination Date. You will be apprised of your options,
with respect to such plans, under separate cover.
(11) Except for publicly available information, all information to which you had
access to during your employment with Comshare or as a result of your dealings
with Comshare and/or any clients, customers, suppliers, or business partners
shall be kept confidential and shall not be disclosed to any third party. This
information includes, without limitation, (a) computer programs, technical
specifications, software programming techniques, methodologies, ideas, concepts,
or interfaces; (b) information which relates to Comshare's proprietary software,
prototypes, or plans; (c) business, financial, marketing, or sales plans and
data (d) customer lists and information; and (e) other information. Your
confidentiality obligations under this paragraph are in addition to those set
forth in your Comshare Employee Agreement.
(12) You shall not discuss any of the terms of this Agreement with any third
party including, but not limited to, other Comshare employees. In addition, you
shall not comment upon the business affairs, policies or the like of Comshare
without the specific written approval of Comshare. NOTWITHSTANDING THE
FOREGOING, YOU MAY AND ARE ENCOURAGED TO PROVIDE A COPY OF THIS AGREEMENT TO
LEGAL COUNSEL AND OTHER OUTSIDE ADVISORS OF YOUR CHOICE TO OBTAIN SUCH COUNSEL
AND ADVICE, AS YOU DEEM APPROPRIATE.
(13) You will return to Comshare all property of Comshare in your possession
and/or subject to your control, including, but not limited to, any and all
credit cards, files, memoranda, correspondence, customer lists, proposals,
software, or the like, and all copies of such items on whatever media they
appear. If you uncover additional company property please return it to the
company. Notwithstanding the foregoing, you are not required to return the
following Comshare property:
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ITEM DESCRIPTION
---------------------
Libretto Computer
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DeskJet printer
---------------------
Epson Scanner
---------------------
(14) It is understood and agreed that this Agreement constitutes the entire
understanding of the parties with respect to your employment at Comshare and
that this Agreement and your Comshare Employee Agreement supersede all other
understandings, proposals, samples, models, agreements, representations, or
conditions, written or oral, regarding its subject matter. You agree that until
February 9, 2002, you will not perform services anywhere in the world for a
competitor of Comshare, whether such services are provided as an officer,
director, proprietor, employee, partner, investor (other than as a holder of
less than one percent (1%) of the equity securities of any entity exchange),
consultant, advisor, or in any other capacity. As used in this agreement, a
competitor is defined as an entity engaged in the licensing or distribution of
financial applications software whose product is designed to be competitive with
Comshare. If you are unsure whether a particular entity is competitive, you may
submit a written request to the President of Comshare for a determination.
(15) You acknowledge and agree that you will not be eligible for and are not
entitled to severance pay or other considerations, except for the payment of
your COBRA premium, at the end of the Salary Continuation Period.
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(16) In exchange for the good and valuable consideration detailed in this
Agreement and effective as of the date you sign this Agreement and for all acts
prior to such date, you hereby release, waive and discharge any and all manner
of action, causes of action, claims, rights, charges, suits, damages, debts,
demands, obligations, attorney's fees, and any and all other liabilities or
claims of whatever nature, whether in law or in equity, known or unknown,
including, but not limited to any claim or claims of damages or other relief for
tort, breach of contract, personal injury, negligence, age discrimination under
the Age Discrimination in Employment Act of 1967 as amended, employment
discrimination prohibited by other federal, state or local laws including
discrimination as to sex, race, national origin, marital status, age,
disability, height, weight, or religion, and any other claims of unlawful
employment practices, and any other similar and dissimilar claims, which you
have claimed or may claim or could claim against Comshare, Incorporated, its
direct and indirect subsidiaries or their respective directors, officers,
employees, successors, or assigns, as a result of employment at and the
separation from employment with Comshare or otherwise.
(17) You acknowledge that you have read this Agreement and that you understand
all of its terms and execute it voluntarily with full knowledge of its
significance and the consequences thereof. Further, you acknowledge that you
have had twenty-one (21) days to consider the terms and conditions of this
Agreement. In addition, you shall have a seven (7) day period following your
execution of this Agreement, during which you may revoke the Agreement by
providing Comshare with written notice to that effect. (Any notice should be
addressed to the attention of the undersigned.) Finally, you hereby acknowledge
that you have had an adequate opportunity to review and consider the terms of
this Agreement, and have discussed this Agreement with legal counsel of your
choice. You agree that you grant a full and final release as set forth herein.
(18) The Agreement shall be governed by and construed according to the laws of
the State of Michigan. The Agreement shall be binding upon you and your heirs,
administrator, representatives, executors, and assigns.
(19) Sections 7, 11, 12, 14, 16 and 18 shall survive the end of the Salary
Continuation Period.
If the above is acceptable, please sign this Agreement and return it to me by
February 8, 2001. If I am not in receipt of a copy of this Agreement, executed
by you on or before that date, this offer shall be void.
Sincerely,
COMSHARE, INCORPORATED
/s/ Dennis Ganster
Dennis G. Ganster
President and Chief Executive Officer
The above terms and conditions are agreed to and accepted:
/s/ Norman Neuman Jr.
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Norman Neuman Jr.
2/8/2001
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Date
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Comshare, Inc.
NOTICE OF GRANT OF STOCK OPTIONS ID: 38-1804887
555 Briarwood Circle
AND OPTION AGREEMENT Ann Arbor, MI 48108
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OPTIONEE: OPTION NUMBER: 00000533
NORMAN NEUMAN, JR. PLAN: 1998
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Effective 6/24/1999, you were granted an Incentive Stock Option (ISO) to buy
20,000 shares of Comshare Common stock at $3.0938 per share. The total price for
the shares granted under this Option is $61,876.00.
Comshare's Board approved a special provision allowing you the right to continue
to exercise your vested stock options following your termination of employment.
You are eligible to exercise your vested options up to the expiration dates
shown below. The status of your options was also changed from ISO to
Non-Qualified Stock Options to comply with current regulations.
Option shares will become vested in installments, on the dates set forth below:
SHARES VEST TYPE FULL VEST EXPIRATION
----------- --------------- ------------ -------------
5,000 On Vest Date 6/24/2000 6/24/2009
5,000 On Vest Date 6/24/2001 2/9/2001
5,000 On Vest Date 6/24/2002 2/9/2001
5,000 On Vest Date 6/24/2003 2/9/2001
NOTE: All dates are shown in a month/day/year format.
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As it becomes vested, this Option may be exercised in installments. This Option is not transferable
except pursuant to the laws of descent and distribution, and any such transfer is subject to the provisions of the
attached Stock Option Plan and this Option Agreement. The Stock Option Plan and this Option Agreement are
governed by the laws of the State of Michigan.
By signing below, both Comshare and the Optionee (on behalf of the Optionee and any transferee), agree to abide
by the terms and provisions of this Option Agreement and the attached Stock Option Plan, as amended from time
to time.
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/s/ Brian Jarzynski 3/30/2001
- -------------------------------------------- ---------------------------------
Comshare, Inc. Date
Brian Jarzynski
Vice President & Chief Financial Officer
/s/ Norman Neuman, Jr. 4/4/2001
- -------------------------------------------- ---------------------------------
NORMAN NEUMAN, JR. Date
Optionee
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Comshare, Inc.
NOTICE OF GRANT OF STOCK OPTIONS ID: 38-1804887
555 Briarwood Circle
AND OPTION AGREEMENT Ann Arbor, MI 48108
- ----------------------------------------------------------------------------------------------------------------------
OPTIONEE: OPTION NUMBER: 00000044
NORMAN NEUMAN, JR. PLAN: 1988
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Effective 8/15/1996, you were granted an Incentive Stock Option (ISO) to buy
5,000 shares of Comshare Common stock at $14.7500 per share. The total price for
the shares granted under this Option is $73,750.00.
Comshare's Board approved a special provision allowing you the right to continue
to exercise your vested stock options following your termination of employment.
You are eligible to exercise your vested options up to the expiration dates
shown below. The status of your options was also changed from ISO to
Non-Qualified Stock Options to comply with current regulations.
Option shares will become vested in installments, on the dates set forth below:
SHARES VEST TYPE FULL VEST EXPIRATION
----------- --------------- ------------ -------------
1,250 On Vest Date 8/15/1997 8/15/2001
1,250 On Vest Date 8/15/1998 8/15/2001
1,250 On Vest Date 8/15/1999 8/15/2001
1,250 On Vest Date 8/15/2000 8/15/2001
NOTE: All dates are shown in a month/day/year format.
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As it becomes vested, this Option may be exercised in installments. This Option is not transferable
except pursuant to the laws of descent and distribution, and any such transfer is subject to the provisions of the
attached Stock Option Plan and this Option Agreement. The Stock Option Plan and this Option Agreement are
governed by the laws of the State of Michigan.
By signing below, both Comshare and the Optionee (on behalf of the Optionee and any transferee), agree to abide
by the terms and provisions of this Option Agreement and the attached Stock Option Plan, as amended from time
to time.
- ----------------------------------------------------------------------------------------------------------------------
/s/ Brian Jarzynski 3/30/2001
- -------------------------------------------- ---------------------------------
Comshare, Inc. Date
Brian Jarzynski
Vice President & Chief Financial Officer
/s/ Norman Neuman, Jr. 4/4/2001
- -------------------------------------------- ---------------------------------
NORMAN NEUMAN, JR. Date
Optionee
6
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Comshare, Inc.
NOTICE OF GRANT OF STOCK OPTIONS ID: 38-1804887
555 Briarwood Circle
AND OPTION AGREEMENT Ann Arbor, MI 48108
- ----------------------------------------------------------------------------------------------------------------------
OPTIONEE: OPTION NUMBER: 00000237
NORMAN NEUMAN, JR. PLAN: 1988
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Effective 8/14/1997, you were granted an Incentive Stock Option (ISO) to buy
30,000 shares of Comshare Common stock at $8.2500 per share. The total price for
the shares granted under this Option is $247,500.00.
Comshare's Board approved a special provision allowing you the right to continue
to exercise your vested stock options following your termination of employment.
You are eligible to exercise your vested options up to the expiration dates
shown below. The status of your options was also changed from ISO to
Non-Qualified Stock Options to comply with current regulations.
Option shares will become vested in installments, on the dates set forth below:
SHARES VEST TYPE FULL VEST EXPIRATION
----------- --------------- ------------ -------------
7,500 On Vest Date 8/14/1998 8/14/2002
7,500 On Vest Date 8/14/1999 8/14/2002
7,500 On Vest Date 8/14/2000 8/14/2002
7,500 On Vest Date 8/14/2001 2/9/2001
NOTE: All dates are shown in a month/day/year format.
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As it becomes vested, this Option may be exercised in installments. This Option is not transferable
except pursuant to the laws of descent and distribution, and any such transfer is subject to the provisions of the
attached Stock Option Plan and this Option Agreement. The Stock Option Plan and this Option Agreement are
governed by the laws of the State of Michigan.
By signing below, both Comshare and the Optionee (on behalf of the Optionee and any transferee), agree to abide
by the terms and provisions of this Option Agreement and the attached Stock Option Plan, as amended from time
to time.
- ----------------------------------------------------------------------------------------------------------------------
/s/ Brian Jarzynski 3/30/2001
- -------------------------------------------- ---------------------------------
Comshare, Inc. Date
Brian Jarzynski
Vice President & Chief Financial Officer
/s/ Norman Neuman, Jr. 4/4/2001
- -------------------------------------------- ---------------------------------
NORMAN NEUMAN, JR. Date
Optionee
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Comshare, Inc.
NOTICE OF GRANT OF STOCK OPTIONS ID: 38-1804887
555 Briarwood Circle
AND OPTION AGREEMENT Ann Arbor, MI 48108
- ----------------------------------------------------------------------------------------------------------------------
OPTIONEE: OPTION NUMBER: 00000338
NORMAN NEUMAN, JR. PLAN: 1988
- ----------------------------------------------------------------------------------------------------------------------
Effective 6/26/1998, you were granted an Incentive Stock Option (ISO) to buy
15,000 shares of Comshare Common stock at $7.7500 per share. The total price for
the shares granted under this Option is $116,250.00.
Comshare's Board approved a special provision allowing you the right to continue
to exercise your vested stock options following your termination of employment.
You are eligible to exercise your vested options up to the expiration dates
shown below. The status of your options was also changed from ISO to
Non-Qualified Stock Options to comply with current regulations.
Option shares will become vested in installments, on the dates set forth below:
SHARES VEST TYPE FULL VEST EXPIRATION
----------- --------------- ------------ -------------
3,750 On Vest Date 6/26/1999 6/26/2003
3,750 On Vest Date 6/26/2000 6/26/2003
3,750 On Vest Date 6/26/2001 2/9/2001
3,750 On Vest Date 6/26/2002 2/9/2001
NOTE: All dates are shown in a month/day/year format.
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As it becomes vested, this Option may be exercised in installments. This Option is not transferable
except pursuant to the laws of descent and distribution, and any such transfer is subject to the provisions of the
attached Stock Option Plan and this Option Agreement. The Stock Option Plan and this Option Agreement are
governed by the laws of the State of Michigan.
By signing below, both Comshare and the Optionee (on behalf of the Optionee and any transferee), agree to abide
by the terms and provisions of this Option Agreement and the attached Stock Option Plan, as amended from time
to time.
- ----------------------------------------------------------------------------------------------------------------------
/s/ Brian Jarzynski 3/30/2001
- -------------------------------------------- ---------------------------------
Comshare, Inc. Date
Brian Jarzynski
Vice President & Chief Financial Officer
/s/ Norman Neuman, Jr. 4/4/2001
- -------------------------------------------- ---------------------------------
NORMAN NEUMAN, JR. Date
Optionee
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Comshare, Inc.
NOTICE OF GRANT OF STOCK OPTIONS ID: 38-1804887
555 Briarwood Circle
AND OPTION AGREEMENT Ann Arbor, MI 48108
- ----------------------------------------------------------------------------------------------------------------------
OPTIONEE: OPTION NUMBER: 00000385
NORMAN NEUMAN, JR. PLAN: 1998
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Effective 2/3/1999, you were granted an Incentive Stock Option (ISO) to buy
12,000 shares of Comshare Common stock at $3.5938 per share. The total price for
the shares granted under this Option is $43.125.60.
Comshare's Board approved a special provision allowing you the right to continue
to exercise your vested stock options following your termination of employment.
You are eligible to exercise your vested options up to the expiration dates
shown below. The status of your options was also changed from ISO to
Non-Qualified Stock Options to comply with current regulations.
Option shares will become vested in installments, on the dates set forth below:
SHARES VEST TYPE FULL VEST EXPIRATION
----------- --------------- ------------ -------------
3,000 On Vest Date 2/3/2000 2/3/2009
3,000 On Vest Date 2/3/2001 2/3/2009
3,000 On Vest Date 2/3/2002 2/9/2001
3,000 On Vest Date 2/3/2003 2/9/2001
NOTE: All dates are shown in a month/day/year format.
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As it becomes vested, this Option may be exercised in installments. This Option is not transferable
except pursuant to the laws of descent and distribution, and any such transfer is subject to the provisions of the
attached Stock Option Plan and this Option Agreement. The Stock Option Plan and this Option Agreement are
governed by the laws of the State of Michigan.
By signing below, both Comshare and the Optionee (on behalf of the Optionee and any transferee), agree to abide
by the terms and provisions of this Option Agreement and the attached Stock Option Plan, as amended from time
to time.
- ----------------------------------------------------------------------------------------------------------------------
/s/ Brian Jarzynski 3/30/2001
- -------------------------------------------- ---------------------------------
Comshare, Inc. Date
Brian Jarzynski
Vice President & Chief Financial Officer
/s/ Norman Neuman, Jr. 4/4/2001
- -------------------------------------------- ---------------------------------
NORMAN NEUMAN, JR. Date
Optionee