EXHIBIT 10.01
AGREEMENT
THIS AGREEMENT ("Agreement"), dated the 16th day of October, 2002, is
made by and between Comshare, Incorporated, a Michigan corporation ("Comshare"),
Codec Systems Limited ("Codec"), and John H. MacKinnon ("MacKinnon").
WHEREAS, a certain Standstill Agreement ("Standstill Agreement") was
entered into between Comshare, Codec and Anthony Stafford ("Stafford") on August
15, 2002; and
WHEREAS, pursuant to the Standstill Agreement, Comshare and Codec have
agreed that MacKinnon would be the best candidate to serve as the Independent
Director, as defined and described in the Standstill Agreement; and
WHEREAS, the Comshare Board of Directors (the "Board") would like to
elect MacKinnon to serve as a Board member and recommend that the shareholders
vote for him to serve as a director; and
WHEREAS, MacKinnon would like to become a member of the Comshare Board.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, and agreements contained herein, and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto mutually agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF COMSHARE. Comshare hereby
represents and warrants to MacKinnon as of the date hereof as follows:
a. Comshare has full power and authority to enter into and perform
its obligations under this Agreement, and the execution, delivery and
performance of this Agreement by Comshare has been duly authorized by
the Comshare Board and requires no further Board or stockholder action.
This Agreement constitutes a valid and binding obligation of Comshare
and the performance of its terms does not constitute a violation of its
articles of incorporation or by-laws or a default under any instrument,
judgment, order, writ, decree or contract to which Comshare is a party.
b. There are no arrangements, agreements or understandings between
MacKinnon, Comshare and Codec other than as set forth in this Agreement
and the Standstill Agreement.
2. REPRESENTATIONS AND WARRANTIES OF MACKINNON. MacKinnon hereby
represents and warrants to Comshare as of the date hereof as follows:
a. MacKinnon is not the subject of any order, judgment, writ or
decree which prohibits him from serving as an officer or director of
Comshare or any company that has a class of securities registered
pursuant to Section 12 of the Exchange Act. Except as set forth in
Section 1(a) above, neither MacKinnon, nor to his knowledge, any
affiliate, associate or immediate family (as defined in Item 404(a) of
Regulation S-K promulgated by the Securities and Exchange Commission
("SEC")) of MacKinnon beneficially owns any shares or rights to acquire
shares of Comshare common stock.
b. No event has occurred with respect to MacKinnon that would
require disclosure in a Comshare report or other document filed on the
date hereof pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, pursuant to Item 401(f) or Item
404 of Regulation S-K.
3. DIRECTORSHIPS. Comshare, Codec and MacKinnon agree that upon the
execution of this Agreement, the Comshare Board will elect MacKinnon to the
Board, and will recommend that shareholders vote for the election of MacKinnon
to the Board of Directors at Comshare's 2002 and 2003 Annual Meetings of
Shareholders.
a. Comshare and its Board agree to nominate and support MacKinnon
for re-election to the Board of Comshare, as long as this Agreement is in effect
and has not been terminated.
b. MacKinnon will be entitled to receive the identical compensation
and benefits being paid to the other non-employee directors of Comshare,
including the reimbursement of out-of-pocket expenses incurred in attending
Board and committee meetings in accordance with Company policies regarding the
same.
c. Codec shall not provide, and MacKinnon shall not accept, any
incentive or compensation that would influence him to recommend or support any
significant initiative affecting Comshare and its stockholders.
d. MacKinnon shall serve on the Compensation Committee, if eligible
to do so under applicable rules of the SEC and The Nasdaq Stock Market. At the
first meeting of the Board following the 2002 Annual Meeting of Shareholders,
the Board will appoint MacKinnon to the Compensation Committee.
4. INDEPENDENT DIRECTOR. MacKinnon agrees to be bound by all of the
terms and conditions of the Standstill Agreement as it relates the Independent
Director, and with all of the general terms and conditions of the Standstill
Agreement..
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
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COMSHARE, INCORPORATED
By: /s/ Dennis G. Ganster
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Dennis G. Ganster
Its: Chairman, President and Chief Executive
Officer
CODEC SYSTEMS LIMITED
By: /s/ Anthony Stafford
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Its: Chief Executive Officer
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/s/ John H. MacKinnon
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John H. MacKinnon