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EXHIBIT 10.1
January 19, 1998
Mr. Mark Tapling
4734 Lohr Road
Ann Arbor, MI 48108
RE: LETTER OF UNDERSTANDING
Dear Mark:
This letter ("Agreement") confirms the terms and conditions of your termination
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, 1998 ("Termination Date").
(2) Comshare agrees to pay you salary continuation pay commencing from your
"Termination Date" until January 29, 1999 ("Salary Continuation Period"). After
April 17, 1998, Comshare will apply all of your future salary continuation
payments, less appropriate federal and state withholdings and deductions, to the
outstanding balance of your stock loan. You agree to repay any outstanding
balance of your stock loan, if your total obligation is not exhausted through
salary continuation. If your stock loan is repaid in full during the salary
continuation period, payroll deductions for loan repayment will cease. You will
be paid $7,692.31 bi-weekly during the Salary Continuation Period, less
appropriate federal and state withholdings and deductions, on Comshare's
regular, scheduled pay dates. 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 for six (6) months
(July 17, 1998) or you secure 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. Long-term disability coverage ceases
on your Termination Date (February 9, 1998). There is no conversion option
available for this benefit.
(3) In addition, we will pay your bi-weekly car allowance of $436.15 through
April 30, 1998.
(4) You will be provided with reasonable tax return preparation provided by
Arthur Andersen for calendar year, 1997.
(5) You will be eligible to participate in an executive outplacement program
conducted by a firm that is selected by you and Comshare. The costs of the
program will be borne by Comshare and will not exceed $10,000. You may also
retain your current voice mail box until September 30, 1998.
(6) Comshare shall make available to you and your qualified dependents, the
election of coverage under the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA") at the time required by COBRA.
(7) You will not accrue vacation benefits during the Salary Continuation Period.
All unused and accrued vacation that is available to you, as of your Termination
Date, will be paid within two weeks of February 9, 1998. Our records indicate
that you have twenty (20) vacation days.
(8) You will not be eligible to continue your participation in the Profit
Sharing Plan, including the 401K option, throughout the Salary Continuation
Period. You will be apprised of your options, with respect to such plan, under
separate cover.
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Letter of Understanding
January 19, 1998
Page 2
(9) 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.
(10) 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.
(11) 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.
(12) It is understood and agreed that this Agreement and your Comshare Employee
Agreement, dated August 26, 1996, 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. In the event of a conflict between the terms of
this Agreement and your Comshare Employee Agreement, the terms of this Agreement
shall take precedence.
(13) You acknowledge and agree that you will not be eligible for and are not
entitled to severance pay or other considerations at the end of the Salary
Continuation Period.
(14) 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.
(15) 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.
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Letter of Understanding
January 19, 1998
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(16) 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.
(17) Sections 7, 8, 9, 12, 13, 14, and 16 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 9, 1998. 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 G. Ganster
Dennis G. Ganster
President and Chief Executive Officer
The above terms and conditions are agreed to and accepted:
/s/ Mark Tapling
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Mark Tapling
January 23, 1998
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Date