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EXHIBIT 10.03
THIRD AMENDMENT TO THE
COMSHARE, INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
Pursuant to resolutions adopted by the Board of Directors of Comshare,
Incorporated on June 24, 1999 and subject to shareholder approval at the Annual
Meeting of Shareholders on November 22, 1999, the Comshare, Incorporated
Employee Stock Purchase Plan (the "Plan") is amended as set forth below.
1. Effective November 22, 1999, the Section 1 of the Plan "Purpose" shall
be amended with the addition of a new sentence at the end of the Section to read
as follows:
On and after November 22, 1999, non-employee directors of the Company
may purchase Common Stock under the Plan in lieu of a portion or all of
their cash compensation from the Company. Stock purchases by non-employee
directors shall not constitute purchases under Code Section 423. The
inclusion of non-employee directors under the Plan is intended to attract
qualified non-employee directors and further align their interests with
those of shareholders.
2. Effective November 22, 1999, the second sentence in Section 3 of the
Plan ("Stock") shall be amended and restated in its entirety to read as follows:
The total amount of Common Stock on which options may be granted under
the Plan shall not exceed 800,000 shares, subject to adjustment in
accordance with Section 12.
3. Effective November 22, 1999, Section 5 of the Plan "Participants" shall
be amended by the addition of a new sentence at the end of the Section to read
as follows:
On and after November 22, 1999, non-employee directors of the Company
also may participate in the Plan for purposes of purchasing Common Stock in
accordance with Section 20; provided, however, that such purchases shall
not constitute purchases under Code Section 423.
4. Effective November 22, 1999, a new Section 20, entitled "Director Stock
Purchases" shall be added to the Plan as set forth below.
20. DIRECTOR STOCK PURCHASES.
(a) ELIGIBILITY. Effective November 22, 1999, a non-employee
director of the Company may
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purchase shares of Common Stock under the Plan from either 50% or 100%
of his or her base directors' fees (comprising semi-annual retainer and
Board/Committee meeting fees) on behalf of services for which the
non-employee director has not yet received payment.
(b) ELECTIONS. Elections to purchase Common Stock under the Plan in
lieu of cash compensation may be submitted to the Company semi-annually,
prior to the end of December and June of each calendar year. An election
covers base cash compensation for the six-month period ending on the
June 30 or December 31 next following the date on which the election is
submitted.
(c) PURCHASE PRICE. Common Stock purchased by a non-employee
director hereunder shall have a purchase price equal to 100% of the fair
market value of the Company's Common Stock on the date of issuance,
which shall be February 15th or August 15th (or, if later, two business
days after the release of the Company's earnings for the prior fiscal
quarter), as applicable. Fair market value for purposes of this
paragraph shall be determined by the last sale price of the shares of
the Company's Common Stock on the NASDAQ National Market, as reported in
The Wall Street Journal, for the date prior to the date of issuance or,
if there are no sales on such date, on the last date immediately
preceding the issuance date on which there were sales.
(d) TERMINATION OF SERVICES. If a non-employee director ceases to
remain on the Board for any reason, including but not limited to,
voluntary or forced resignation, death, disability or retirement, within
a reasonable time after notice of the termination, the Company shall
issue a check to the former non-employee director (or executor,
administrator or legal representative, if applicable) in the aggregate
amount of any accrued but unpaid non-employee directors fees that had
not yet been paid in the form of Company Common Stock as of the
non-employee director's date of termination on the Board.
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(e) NON-ASSIGNABILITY. Any non-employee director Common Stock
purchase right granted hereunder shall be exercised by the non-employee
director only and is nontransferable. Upon the death of a non-employee
director, any unpaid directors' fees on behalf of such individual shall
be paid to the non-employee director's executor, administrator or legal
representative in accordance with paragraph (d), above.
(f) ADJUSTMENTS. The total amount of Common Stock available for
purchase under the Plan shall be appropriately adjusted for any increase
or decrease in the number of outstanding shares of Common Stock
resulting from payment of a stock dividend on Common Stock, a
subdivision or combination of shares of Common Stock, or a
reclassification of Common Stock and, in the event of a merger in which
the Company shall be the surviving corporation. The foregoing
adjustments and the manner of application of the foregoing provisions
shall be determined by the Committee in its sole discretion. Any such
adjustment may provide for the elimination of any fractional share.
(g) TERMINATION AND AMENDMENT OF NON-EMPLOYEE DIRECTOR PURCHASE
RIGHTS. The Board may amend or terminate the Plan or this Section 20 of
the Plan at any time. No Common Stock may be issued under Section 20 of
the Plan after July 31, 2004.
(h) RULE 16B-3 REQUIREMENTS. Notwithstanding any provision of the
Plan, the Committee may impose such conditions on the purchase of shares
of Common Stock hereunder as may be required to satisfy the requirements
of Rule 16b-3 of the Exchange Act, as amended from time to time (or any
successor rule).
(i) RIGHTS PRIOR TO DELIVERY OF SHARES. No participant shall have
any rights as a shareholder with respect to shares covered by a purchase
right until the issuance of a stock certificate or electronic
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transfer to the non-employee director or his brokerage account of such
shares. No adjustment shall be made for dividends or other rights with
respect to such shares for which the record date is prior to the date
the certificate is issued or the shares electronically delivered to a
brokerage account.
(j) SECURITIES LAWS. Anything to the contrary herein
notwithstanding, the Company's obligation to sell and deliver stock
pursuant to a purchase right hereunder is subject to such compliance
with federal and state laws, rules and regulations applying to the
authorization, issuance or sale of securities as the Company deems
necessary or advisable. The Company shall not be required to sell and
deliver stock unless and until it receives satisfactory assurance that
the issuance or transfer of such shares shall not violate any of the
provisions of the Securities Act of 1933 or the Securities Exchange Act
of 1934, or the rules and regulations of the Securities Exchange
Commission promulgated thereunder or those of any stock exchange on
which the stock may be listed, the provisions of any state laws
governing the sale of securities, or that there has been compliance with
the provisions of such acts, rules, regulations and laws.
(k) EFFECT ON SERVICES. Neither the adoption of Section 20 of the
Plan nor the Common Stock purchase rights granted hereunder shall be
deemed to create any right in any non-employee director to be retained
or continued on the Board.
(l) ADMINISTRATION AND DEFINITIONS. This Section 20 of the Plan
shall be administered in conformance with Section 4 of the Plan and
definitions set forth in other Sections of the Plan shall apply to
Section 20. For purposes of Section 4 of the Plan, the term "employees"
shall include non-employee directors.
THIS THIRD AMENDMENT to the Comshare, Incorporated Employee Stock Purchase
Plan is hereby executed on this the 14th day of October, 1999.
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COMSHARE, INCORPORATED
By: /s/ KATHRYN A. JEHLE
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Kathryn A. Jehle
Senior Vice President and
Chief Financial Officer