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EXHIBIT 10.07
SECOND AMENDMENT TO THE
COMSHARE, INCORPORATED
DIRECTORS' STOCK OPTION PLAN
Pursuant to approval of the Board of Directors on February 16, 2001,
the Comshare Incorporated Directors' Stock Option Plan (the "Plan") is hereby
amended, effective February 16, 2001, by the addition of a new Section 4.2 to
read as follows:
4.2. Change in Control Acceleration. The portion of any
outstanding option (including any option that has not been
outstanding for twelve (12) months) that has not expired or
been exercised, terminated, canceled, forfeited or surrendered
shall become exercisable in full in the event of a Change in
Control. For this purpose, Change in Control shall be defined
as the occurrence of any of the following events:
(a) the election of a Board of Directors of the
Company, a majority of the members of which were nominees of a
person (including an individual, a corporation, partnership,
joint venture, trust or other entity) or a group of persons
acting together (other than persons who were members of the
Board of Directors or officers of the Company as of August 14,
1998 or a tax-qualified retirement plan approved by the Board
of Directors of the Company (including at least a majority of
the Incumbent Directors ("Exempted Persons")), following the
acquisition by such person, group of persons or plan of
ownership (directly or indirectly, beneficially or of record)
of twenty-five (25%) percent, or more, of the outstanding
Common Stock of the Company;
(b) the acquisition of ownership by a person or group
of persons described in subparagraph (a) above (other than
Exempted Persons) of fifty-one (51%) percent, or more of the
outstanding Common Stock of the Company;
(c) a sale of all or substantially all of the assets
of the Company to any entity not controlled by persons who
were members of the Board of Directors or officers of the
Company as of August 14, 1998 or by any tax-qualified
retirement plan for the benefit of employees of the Company;
or
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(d) a merger, consolidation or other similar
transaction between the Company and another entity if a
majority of the members of the Board of Directors of the
surviving company are not Continuing Members.
The term "Incumbent Directors" means members of the Board of
Directors of the Company as of August 14, 1998 or new
directors whose election by the Board of Directors, or
nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors in
office at the time of such election or nomination, who either
were directors as of August 14, 1998, or whose election or
nomination was previously approved as provided above. In the
event that a majority of the Incumbent Directors do not
approve the tax-qualified retirement plan or there are no
Incumbent Directors, the tax-qualified retirement plan shall
not be an Exempted Person. The term "Continuing Directors"
means persons (A) who are members of the Board of Directors
immediately before the change in control and (B) who also were
members of the Board of Directors of the Company as of August
14, 1998 or are new directors whose election by the Board of
Directors, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors in office at the time of such election or
nomination who either were directors as of August 14, 1998 or
whose election or nomination for election was previously
approved as provided above.
THIS SECOND AMENDMENT to the Comshare, Incorporated Directors' Stock
Option Plan is hereby executed as of February 16, 2001.
COMSHARE, INCORPORATED
By: /s/ Brian Jarzynski
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Brian Jarzynski
Vice President and Chief Financial Officer
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