<PAGE> 1
As filed with the Securities and Exchange Commission __________, 1999
Registration No. 33-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
COMSHARE, INCORPORATED
(Exact name of registrant as specified in its charter)
Michigan 38-1804887
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
555 Briarwood Circle, Ann Arbor, Michigan 48108
(734) 994-4800
(Address, including zip code, and telephone number, including
area code, of registrant's Principal Executive Office)
Comshare, Incorporated
1997 Global Employee Stock Option Plan
(Full Title of the Plan)
MICHAEL S. KHOURY, Vice President, General Counsel and Corporate Secretary
Comshare, Incorporated
555 Briarwood Circle, Ann Arbor, Michigan 48108
(734) 994-4800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
THOMAS S. VAUGHN
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243-1668
(313) 568-6524
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed Amount of
Securities to Amount to be Maximum Offering Maximum Registration
be Registered Registered Price Per Share* Aggregate Fee
Offering Price**
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 234,289 $ 3.6875 $ 863,940.69 $ 240.18
$1.00 par value shares**
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee,
based on the average of the high and low sale prices of the Common
Stock on the NASDAQ National Market on November 16, 1999, in
accordance with Rule 457(h).
** The number of shares may be adjusted to prevent dilution from stock
splits, stock dividends and similar transactions. This Registration
Statement shall cover any such additional shares in accordance with
Rule 416(a).
================================================================================
<PAGE> 2
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Comshare, Incorporated (the "Company")
with the Securities and Exchange Commission ("SEC") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year
ended June 30, 1999;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarter ended September 30, 1999; and
(c) Description of the Company's Common Stock contained
in the Prospectus forming a part of the Company's
Registration Statement on Form S-1 (No. 2-29663)
(incorporated by reference into the Company's
Registration Statement on Form 10 filed under the
Securities Exchange Act of 1934 in October 1969, as
amended by Item 4 of the Company's Form 8-K Report
for January 1973 (SEC File Reference Number 04096),
Item 5 of the Company's Form 8-K Report, filed in
September 1988 (SEC File Reference Number 04096) and
Item 5 of the Company's Form 8-K Report, filed in
September 1996).
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities being offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of each such document.
Item 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 561 through 571 of the Michigan Business Corporation Act (the
"MBCA") govern the indemnification of officers, directors and other persons. In
this regard, the MBCA provides for indemnification of directors and officers
acting in good faith and in a manner they reasonably believe to be in, or not
opposed to, the best interest of the Company or its shareholders (and, with
respect to a criminal proceeding, if they have no reasonable cause to believe
their conduct to be unlawful). Such indemnification may be made against (a)
expenses (including attorney's fees), judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred in connection with any
threatened, pending or completed action, suit or proceeding (other than an
action by, or in the right of the Company) arising by reason of the fact that
they were serving as a director, officer, employee or agent of the Company (or
some other entity at the Company's request), and (b) expenses (including
attorney's fees) and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or suit by, or in
the right of, the Company (a "Derivative Action"), unless the director or
officer is found liable to the Company and an appropriate court does not
determine that he or she is nevertheless fairly and reasonably entitled to
indemnification. The MBCA permits the Company to indemnify its officers as set
forth above only on a
2
<PAGE> 3
determination that indemnification is proper because the applicable standard of
conduct has been met. Because the Company's articles of incorporation eliminate
a director's liability for money damages as set forth in the next paragraph, the
MBCA generally permits the Company to indemnify its directors without any
determination that the applicable standard of conduct as set forth above has
been met, except that indemnification for Excluded Acts (as defined below) only
can be authorized by a court of competent jurisdiction and indemnification of
amounts paid in settlement of a Derivative Action only can be authorized upon a
determination that indemnification is proper. A required determination can be
made by action of the board of directors of the Company, certain members or
committees of the board of directors of the Company, the shareholders of the
Company, independent legal counsel or a court of competent jurisdiction. The
MBCA requires indemnification for expenses to the extent that a director or
officer is successful in defending against any action, suit or proceeding
described above. In certain circumstances the MBCA further requires advances to
cover such expenses before a final determination that indemnification is
permissible, upon receipt of (i) a written affirmation by the director or
officer of his or her good faith belief that he or she has met the applicable
standard of conduct set forth in the MBCA, and (ii) a written undertaking by or
on behalf of the director or officer to repay such amounts unless it shall
ultimately be determined that he or she is entitled to indemnification. The
Company's articles of incorporation require the Company to indemnify officers
and directors to the fullest extent authorized by the MBCA as set forth above.
Subject to the exceptions recited in the following sentence, pursuant
to Section 209(c) of the MBCA, the Company's articles of incorporation eliminate
a director's liability to the Company or its shareholders for money damages for
any action taken or failure to take any action as a director. Such exculpatory
language does not, however, eliminate or limit the liability of a director for
(a) the amount of a financial benefit received by a director to which he or she
is not entitled, (b) intentional infliction of harm on the Company or its
shareholders, (c) certain other violations of the MBCA, or (d) an intentional
criminal act (the "Excluded Acts").
The MBCA permits the Company to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions with
the Company, whether or not such liabilities would be within the indemnification
provisions of the MBCA. Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policy, against certain expenses in connection with
the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having
served as directors and officers of the Company or certain other entities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
4.1 Articles III, V and VI of the Restated Articles of
Incorporation of the Registrant, as amended -
incorporated by reference to Exhibit 3.01 to the
Registrant's Form 10-K Report for the fiscal year
ended June 30, 1998.
4.2 Articles III, IV, V, VI and XI of the Restated Bylaws
of the Registrant, as amended incorporated by
reference to Exhibit 3.02 to the Registrant's Form
10-K Report for the fiscal year ended June 30, 1998.
3
<PAGE> 4
4.3 Specimen form of Common Stock Certificate -
incorporated by reference to Exhibit 4(c) to the
Registrant's Form S-1 Registration Statement No.
2-29663.
4.4 Rights Agreement, dated as of September 16, 1996,
between Comshare, Incorporated and KeyBank National
Association, as Rights Agent - incorporated by
reference to Exhibit 2 to the Registrant's
Registration Statement on Form 8-A, filed on
September 17, 1996.
4.5 Form of certificate representing Rights (included as
Exhibit B to the form of Rights Agreement filed as
Exhibit 4.4). Pursuant to the Rights Agreement,
Rights Certificates will not be mailed until after
the earlier of (i) the tenth business day (or such
later date as may be determined by the Board of
Directors, with the concurrence of a majority of the
Continuing Directors, prior to such time as any
person becomes an Acquiring Person) after the date of
the commencement of, or first public announcement of
the intent to commence, a tender or exchange offer by
any person or group of affiliated or associated
persons (other than the Company or certain entities
affiliated with or associated with the Company), if,
upon consummation thereof, such person or group of
affiliated or associated persons would be the
beneficial owner of 15% or more of such outstanding
shares of Common Stock incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement
on Form 8-A, filed on September 17, 1996.
5 Opinion of Dykema Gossett PLLC with respect to the
legality of the Common Stock to be registered
hereunder.
23.1 Consent of Arthur Andersen, L.L.P.
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit
5).
24.1 Power of Attorney of Kathryn A. Jehle.
24.2 Power of Attorney of Dennis G. Ganster.
24.3 Power of Attorney of Daniel T. Carroll.
24.4 Power of Attorney of Geoffrey B. Bloom.
24.5 Power of Attorney of Richard L. Crandall.
24.6 Power of Attorney of Stanley R. Day.
24.7 Power of Attorney of W. John Driscoll.
24.8 Power of Attorney of Alan G. Merten.
24.9 Power of Attorney of John F. Rockart.
99.1 Comshare, Incorporated 1997 Global Employee Stock
Option Plan, as amended.
4
<PAGE> 5
Item 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement, (b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof, and (c) to remove from registration by means of a
post-effective amendment any of the securities which remain unsold at the
termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
persons of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, State of Michigan on November 19, 1999.
COMSHARE, INCORPORATED
By: Kathryn A. Jehle
------------------------------------------
Kathryn A. Jehle
Its: Senior Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of November 19, 1999.
Signature Title
--------- -----
Dennis G. Ganster Director, President and Chief Executive Officer
- ----------------------
Dennis G. Ganster
Kathryn A. Jehle Director, Senior Vice President, Chief Financial
- ---------------------- Officer, Treasurer and Assistant Secretary
Kathryn A. Jehle
* Director and Chairman of the Board
- ----------------------
Daniel T. Carroll
* Director
- ----------------------
Geoffrey B. Bloom
* Director
- ----------------------
Richard L. Crandall
* Director
- ----------------------
Stanley R. Day
* Director
- ----------------------
W. John Driscoll
* Director
- ----------------------
Alan G. Merten
* Director
- ----------------------
John F. Rockart
* By: Kathryn A. Jehle
----------------
Kathryn A. Jehle
Power-of-Attorney
6
<PAGE> 7
INDEX TO EXHIBITS
Sequentially
Number Description Numbered Page
- ------ ----------- -------------
4.1 Articles III, V and VI of the Restated Articles of Incorporation of the
Registrant, as amended - incorporated by reference to Exhibit 3.01 to
the Registrant's Form 10-K Report for the fiscal year ended June 30,
1998.
4.2 Articles III, IV, V, VI and XI of the Restated Bylaws of the
Registrant, as amended - incorporated by reference to Exhibit 3.02 to
the Registrant's Form 10-K Report for the fiscal year ended June 30,
1998.
4.3 Specimen form of Common Stock Certificate - incorporated by reference
to Exhibit 4(c) to the Registrant's Form S-1 Registration Statement No.
2-29663.
4.4 Rights Agreement, dated as of September 16, 1996, between Comshare,
Incorporated and KeyBank National Association, as Rights Agent -
incorporated by reference to Exhibit 2 to the Registrant's Registration
Statement on Form 8-A, filed on September 17, 1996.
4.5 Form of certificate representing Rights (included as Exhibit B to the
form of Rights Agreement filed as Exhibit 4.4). Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until after the
earlier of (i) the tenth business day (or such later date as may be
determined by the Board of Directors, with the concurrence of a
majority of the Continuing Directors, prior to such time as any person
becomes an Acquiring Person) after the date of the commencement of, or
first public announcement of the intent to commence, a tender or
exchange offer by any person or group of affiliated or associated
persons (other than the Company or certain entities affiliated with or
associated with the Company), if, upon consummation thereof, such
person or group of affiliated or associated persons would be the
beneficial owner of 15% or more of such outstanding shares of Common
Stock - incorporated by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A, filed on September 17, 1996.
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder (including consent).
23.1 Consent of Arthur Andersen, L.L.P.
24.1 Power of Attorney of Kathryn A. Jehle.
24.2 Power of Attorney of Dennis G. Ganster.
24.3 Power of Attorney of Daniel T. Carroll.
24.4 Power of Attorney of Geoffrey B. Bloom.
24.5 Power of Attorney of Richard L. Crandall.
24.6 Power of Attorney of Stanley R. Day.
24.7 Power of Attorney of W. John Driscoll.
24.8 Power of Attorney of Alan G. Merten.
24.9 Power of Attorney of John F. Rockart.
99.1 Comshare, Incorporated 1997 Global Employee Stock Option Plan,
as amended.
7
<PAGE> 1
EXHIBIT 5
[DYKEMA GOSSETT LETTERHEAD]
November 22, 1999
Comshare, Incorporated
555 Briarwood Circle
Ann Arbor, Michigan 48108
Re: 1997 Global Employee Stock Option Plan
Ladies and Gentlemen:
We have served as counsel to Comshare, Incorporated, a Michigan
corporation (the "Company") in connection with the preparation of the
Registration Statement (Form S-8) to be filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), providing for the sale by the Company in the manner described in the
Registration Statement, of up to 234,289 shares of the Company's Common Stock,
$1.00 par value per share (the "Common Stock"), under the Company's 1997 Global
Employee Stock Option Plan.
We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.
Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that the 234,289 shares of
Common Stock, when sold in the manner described in the Registration Statement,
will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not concede that we are
experts within the meaning of the Act or the rules or regulations thereunder or
that this consent is required by Section 7 of the Act.
Sincerely,
DYKEMA GOSSETT PLLC
/s/ Thomas S. Vaughn
Thomas S. Vaughn
<PAGE> 1
EXHIBIT 23.1
[ARTHUR ANDERSON L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our firm) included in or made a part of this
registration statement.
ARTHUR ANDERSON, L.L.P.
Detroit, Michigan
November 22, 1999
<PAGE> 1
================================================================================
EXHIBIT 24.1
COMSHARE, INCORPORATED
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Dennis G. Ganster, Kathryn A. Jehle and Michael S.
Khoury, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Comshare, Incorporated relating to the Comshare,
Incorporated 1997 Global Employee Stock Option Plan and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: November 19, 1999 KATHRYN A. JEHLE
---------------------------------------
Kathryn A. Jehle, Director, Senior Vice
President, Chief Financial Officer,
Treasurer and Assistant Secretary
<PAGE> 1
EXHIBIT 24.2
COMSHARE, INCORPORATED
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Dennis G. Ganster, Kathryn A. Jehle and Michael S.
Khoury, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Comshare, Incorporated relating to the Comshare,
Incorporated 1997 Global Employee Stock Option Plan and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: 11/16/1999 DENNIS G. GANSTER
--------------------------------------
Dennis G. Ganster, Director, President
and Chief Executive Officer
<PAGE> 1
EXHIBIT 24.3
COMSHARE, INCORPORATED
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Dennis G. Ganster, Kathryn A. Jehle and Michael S.
Khoury, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Comshare, Incorporated relating to the Comshare,
Incorporated 1997 Global Employee Stock Option Plan and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: 11/16/1999 DANIEL T. CARROLL
---------------------------
Daniel T. Carroll, Director
<PAGE> 1
EXHIBIT 24.4
COMSHARE, INCORPORATED
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Dennis G. Ganster, Kathryn A. Jehle and Michael S.
Khoury, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Comshare, Incorporated relating to the Comshare,
Incorporated 1997 Global Employee Stock Option Plan and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: 11/16/1999 GEOFFREY BLOOM
---------------------------
Geoffrey B. Bloom, Director
<PAGE> 1
EXHIBIT 24.5
COMSHARE, INCORPORATED
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Dennis G. Ganster, Kathryn A. Jehle and Michael S.
Khoury, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Comshare, Incorporated relating to the Comshare,
Incorporated 1997 Global Employee Stock Option Plan and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: 11/15/1999 RICHARD L. CRANDALL
-----------------------------
Richard L. Crandall, Director
<PAGE> 1
EXHIBIT 24.6
COMSHARE, INCORPORATED
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Dennis G. Ganster, Kathryn A. Jehle and Michael S.
Khoury, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Comshare, Incorporated relating to the Comshare,
Incorporated 1997 Global Employee Stock Option Plan and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: Nov. 16, 1999 STANLEY R. DAY
------------------------
Stanley R. Day, Director
<PAGE> 1
EXHIBIT 24.7
COMSHARE, INCORPORATED
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Dennis G. Ganster, Kathryn A. Jehle and Michael S.
Khoury, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Comshare, Incorporated relating to the Comshare,
Incorporated 1997 Global Employee Stock Option Plan and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: Nov. 16, 1999 W. JOHN DRISCOLL
--------------------------
W. John Driscoll, Director
<PAGE> 1
EXHIBIT 24.8
COMSHARE, INCORPORATED
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Dennis G. Ganster, Kathryn A. Jehle and Michael S.
Khoury, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Comshare, Incorporated relating to the Comshare,
Incorporated 1997 Global Employee Stock Option Plan and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: 11/16/1999 ALAN G. MERTEN
------------------------
Alan G. Merten, Director
<PAGE> 1
EXHIBIT 24.9
COMSHARE, INCORPORATED
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Dennis G. Ganster, Kathryn A. Jehle and Michael S.
Khoury, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Comshare, Incorporated relating to the Comshare,
Incorporated 1997 Global Employee Stock Option Plan and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: 11/16/1999 JOHN F. ROCKART
-------------------------
John F. Rockart, Director
<PAGE> 1
EXHIBIT 99.1
COMSHARE, INCORPORATED
1997 GLOBAL EMPLOYEE STOCK OPTION PLAN
1. Purpose. This Stock Option Plan, which shall be known as the "1997
Global Employee Stock Option Plan" (the "Plan"), provides for the granting to
such non-officer employees of Comshare, Incorporated (the "Company") and its
subsidiaries as may be selected by the Compensation Committee of the Board of
Directors of the Company (the "Committee"), options to purchase Common Stock of
the Company. The word "Company" when used in this Plan with reference to
employment shall include subsidiaries of the Company. The word "subsidiary" when
used in this Plan shall mean any corporation a majority of the voting stock of
which is owned or controlled, directly or indirectly, by the Company.
2. Administration. The Committee shall administer the Plan. Subject to
the provisions of the Plan, the Committee may adopt rules and regulations for
the administration of the Plan and may make such interpretations of and
determinations under, and take such action in connection with, the Plan or the
options granted hereunder as it deems necessary or advisable. Each
interpretation, determination or other action made or taken pursuant to the Plan
by the Committee shall be final and conclusive for all purposes and upon all
persons.
3. Stock. The stock to be issued under the Plan shall be shares of
Common Stock of the Company, par value $1.00 per share (the "Stock"), and may be
either authorized and unissued or held in the treasury of the Company. The total
amount of stock on which options may be granted under the Plan shall not exceed
500,000 shares, subject to adjustment as provided in Paragraph 12 hereof. Stock
released from option upon the termination, expiration or surrender of any option
prior to complete exercise of the option may again be subjected to options under
the Plan.
4. Grant of Options. The Committee, at any time and from time to time
prior to the termination of the Plan as provided in Paragraph 14 hereof, may
grant options to such non-officer employees of the Company and its subsidiaries,
as the Committee may select and for such number of shares as the Committee shall
designate, subject to the provisions of this Paragraph and Paragraphs 2 and 3
hereof. The Committee may designate any option granted hereunder as either an
incentive stock option or a nonqualified stock option, or the Committee may
designate a portion of an option as an incentive stock option or a nonqualified
stock option. An incentive stock option is an option intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986 (the "Code"). A
nonqualified stock option is an option granted under the Plan other than an
incentive stock option. Each option granted under the Plan shall meet all of the
terms and conditions of the Plan, except that an incentive stock option shall
comply with the additional provisions of Paragraph 5 hereof. The date on which
an option shall be granted shall be the date of the Committee's authorization of
the option or such later date as may be determined by the Committee at the time
the option is authorized. Any individual may hold more than one (1) option under
this Plan, and an employee who becomes an officer after the grant of an option
may continue to hold such option in accordance with the terms of the Plan. No
individual shall be ineligible for an option under this Plan because he has
received or is eligible to receive an option under any other plan or arrangement
of the Company. Each option shall be evidenced by a stock option agreement in
such form and containing such provisions not inconsistent with the Plan as the
Committee shall approve ("Stock Option Agreement").
<PAGE> 2
5. Incentive Stock Options. Any option intended to constitute an
incentive stock option shall comply with the requirements of this Paragraph 5.
No incentive stock option shall be granted to any participant who owns (within
the meaning of Section 424(d) of the Code) stock of the Company or any
subsidiary possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or a subsidiary unless, at the date
of grant, the exercise price for the option is at least one hundred and ten
percent (110%) of the fair market value of the shares subject to the option and
the option, by its terms, is not exercisable more than five (5) years after the
date of grant. The aggregate fair market value of the underlying Stock
(determined as of the time the options are granted) to which incentive stock
options under the Plan (and a plan of a subsidiary corporation) may first be
exercised by a participant in any one (1) calendar year shall not exceed one
hundred thousand dollars ($100,000).
6. Option Price. The option price for each share of stock for which an
option is granted under the Plan shall not be less than one hundred percent
(100%) of the fair market value of the Stock on the date the option is granted.
Unless determined otherwise by the Committee, the fair market value shall be the
last sale price of the Company's Stock on the NASDAQ National Marketing System,
as reported in The Wall Street Journal for the grant date. In the absence of any
trading on the grant date, unless determined otherwise by the Committee, the
fair market value shall be the last sale price of the Company's Stock on the
NASDAQ National Market System for the immediately preceding date on which there
was trading, as reported in The Wall Street Journal.
7. Term of Options and Rights. No option granted under this Plan may be
exercised prior to the date twelve (12) months from the date of grant of such
option. The Committee may determine with respect to each option granted under
the Plan the time or times when the option may be exercised, and may require
that the exercise of the option shall be subject to the satisfaction of
conditions relating to the optionee's position and duties with the Company and
the performance thereof. Unless specified otherwise in an optionee's Stock
Option Agreement, options granted hereunder shall vest twenty-five percent (25%)
annually over four (4) consecutive years commencing on the first anniversary of
the grant date and shall not be exercisable after the fifth (5th) anniversary of
the grant date. Any provision of the Plan notwithstanding, no option shall be
exercised on or after the date ten (10) years from the date of grant of such
option.
8. Termination of Employment. Upon the expiration of a period of one
(1) month after the termination of the employment of an optionee for any reason
other than death or disability as defined in Section 22(e) of the Code, all
rights to purchase shares pursuant to an exercisable option shall expire and
terminate. The Committee may determine, however, with respect to any option
grant under the Plan, that the option shall terminate at a time prior to the
expiration of such one (1) month period. Termination of employment shall be
defined as the last day on which an optionee performs services for the Company
and shall not include severance pay periods, paid vacation periods or periods
during which compensation in lieu of notice is paid following an optionee's
actual termination of employment. Absence from the Company or a subsidiary as a
result of authorized leaves of absence for military or government service or for
other special purposes approved by the Committee shall not constitute a
termination of employment under this Paragraph.
9. Death or Disability of an Option Holder. In the event of an option
holder's (a) termination of employment due to disability, as defined in Section
22(e) of the Code, or (b) the death
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<PAGE> 3
of an option holder while an employee of the Company or within any period not
exceeding the one (1) month period following his termination of employment
during which his option may be exercised, such option may, subject to the terms
thereof and the other terms of the Plan (specifically including Section 7
hereof), be exercised by the option holder or the legal representative of such
holder's estate (on behalf of his estate or the person or persons to whom the
option passed by will or by the laws of descent and distribution) at any time
prior to the first (1st) anniversary of the option holder's termination of
employment due to disability or the death of such holder, but only to the extent
that such holder was entitled to exercise such option at the date of his death
or termination of employment due to disability.
10. Exercise of Options.
(a) Full payment for shares purchased pursuant to options
granted under the Plan shall be made at the time of exercise of the options,
unless the exercise is pursuant to the cashless exercise procedure described
herein. Options may be exercised in whole or in part.
(b) Payment for shares being purchased upon the exercise of
options granted under the Plan may be made in cash or by personal check,
certified or bank cashier's check, or by surrendering to the Company Permitted
Shares, duly endorsed for transfer (or with duly executed stock powers
attached), or in any combination of cash, personal check, certified or bank
cashier's checks, or Permitted Shares. Payment by check from an optionee who has
terminated employment with the Company shall be in the form of a certified or
bank cashier's check and not by a personal check. Permitted Shares surrendered
as payment for shares purchased pursuant to the exercise of options granted
under the Plan shall be valued, for such purpose, at the last sale price of the
Company's Stock on the NASDAQ National Market System, as reported in The Wall
Street Journal for the close of business on the last trading day preceding the
date on which the certificate(s) for such shares, duly endorsed for transfer or
accompanied by appropriate stock powers, are surrendered for such purpose to the
Company.
(c) At the discretion of the Committee, as set forth in an
optionee's Stock Option Agreement, any option granted under the Plan may be
deemed exercised by delivery to the Company of a properly executed exercise
notice, acceptable to the Company, together with irrevocable instructions to the
optionee's broker to deliver to the Company sufficient cash to pay the exercise
price and any applicable income and employment withholding taxes, in accordance
with a written agreement between the Company and the brokerage firm ("cashless
exercise procedure"). For purposes of the cashless exercise procedure, fair
market value of the Company's Stock on the date of exercise shall be the per
share amount actually paid to the optionee by the brokerage house (before
application of brokerage commissions and other applicable fees) upon the sale of
the Stock used to satisfy the exercise price.
(d) A person exercising an option shall reimburse the Company
for any income or employment tax withholding requirements and provide the
Company with such information and data as the Company may deem necessary. In
order to satisfy the applicable withholding requirements, prior to the date on
which an exercise becomes taxable, an optionee may make a written irrevocable
election to tender Permitted Shares, provided that the shares have an aggregate
fair market value sufficient to satisfy in whole or in part the applicable
withholding taxes. For
3
<PAGE> 4
purposes of this Paragraph, the term fair market value shall mean the last sale
price of the Company's Stock on the NASDAQ National Market System, as reported
in The Wall Street Journal for the close of business on the last trading date
preceding the date on which the exercise becomes taxable.
(e) The Company may require an employee, as a condition of
exercise, to establish to the satisfaction of the Company that all shares
acquired upon the exercise of an option shall be acquired for investment and not
for resale. The Company may permit the subsequent sale or other disposition of
any Stock so acquired if it is satisfied that such sale or other disposition
would not contravene applicable securities law. Anything to the contrary herein
notwithstanding, the Company's obligation to sell and deliver Stock pursuant to
the exercise of an option 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 will 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 or nationally-recognized
trading market on which the stock may be listed or traded, 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. No Stock shall be
issued until counsel for the Company has determined that the Company has
complied with all requirements under applicable securities laws.
(f) "Permitted Shares" are shares of the Company's Stock to be
delivered to pay the exercise price of the option or satisfy applicable income
or employment tax withholding requirements (the "Delivered Shares"):
(i) which have been owned by the optionee for at
least six months prior to the date of delivery, or
(ii) if they have not been owned by the optionee for
at least six months prior to the date of delivery, the optionee then owns, and
has owned for at least six months prior thereto, a number of shares of the
Company's Stock at least equal in number to the Delivered Shares.
Shares of the Company's Stock which have been treated during the prior six
months as owned by the optionee for purposes of determining whether shares of
the Company's Stock constitute Delivered Shares as provided in (ii) above:
(i) may not be used as Delivered Shares, and
(ii) may not be counted as owned by the optionee in
determining whether shares of the Company's Stock are Permitted Shares.
11. Options Not Transferable. No option granted under the Plan shall be
transferable by the optionee other than by will or the laws of descent and
distribution, and an option may be exercised during an optionee's lifetime only
by him.
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<PAGE> 5
12. Adjustments.
(a) In the event of any stock dividend on the Stock,
subdivision or combination of shares of the Stock, reclassification of the
Stock, and (in accordance with the provisions of the next Paragraph of this
Paragraph 12) in the event of a merger or consolidation in which the Company
shall be the surviving corporation, the aggregate number and class of shares
available for the granting of options under the Plan, the number and class of
shares subject to each outstanding option and the option prices shall be
proportionately adjusted.
(b) After any merger of one or more corporations into the
Company, or after any consolidation of the Company and one or more corporations
in which the Company shall be the surviving corporation, each optionee shall, at
no additional cost, be entitled upon any exercise of his option, to receive
(subject to any required action by shareholders), in lieu of the number of
shares as to which such option shall then be so exercised, the number and class
of shares of stock or other securities to which such optionee would have been
entitled pursuant to the terms of the agreement of merger or consolidation if at
the time of such merger or consolidation such optionee had been a holder of
record of a number of shares of Stock of the Company equal to the number of
shares as to which such option shall then be so exercised. Comparable rights
shall accrue to each optionee in the event of successive mergers or
consolidations of the character described above. Anything contained herein to
the contrary notwithstanding, upon the dissolution or liquidation of the Company
or upon any merger or consolidation in which the Company is not the surviving
corporation, any option granted under this Plan shall terminate.
The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Board of Directors of the
Company (the "Board") in its sole discretion. Any such adjustment may provide
for the elimination of any fractional share which might otherwise become subject
to an option.
13. No Rights as Shareholder. The holder of an option shall not have
any rights as a shareholder of the Company with respect to any of the shares
covered by such option until issuance of a stock certificate or certificates
upon the exercise of such option in full or in part and then only with respect
to the shares represented by such certificate or certificates. 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.
14. Termination and Amendment of Plan. The Board may terminate the Plan
at any time, but the Plan shall in any event terminate on the date ten (10)
years after the earlier of approval by the Board or the Company's shareholders.
No option may be granted after the termination of the Plan, but the termination
of the Plan shall not affect the rights of the holders of any option theretofore
granted and then outstanding. The Board may amend or modify the Plan at any
time, but no such amendment or modification, without the approval of the
shareholders, shall (a) change the eligibility requirements to participate in
the Plan, (b) increase the amount of Stock on which options may be granted,
except as permitted under Paragraph 12, or (c) change the manner of determining
the option price. No such amendment or modification shall affect the rights of
the holder of any option theretofore granted and then outstanding without his
consent or the consent of the transferee of the option or right.
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<PAGE> 6
15. Effect of Plan on Employment. Neither the adoption of the Plan nor
the granting of any option pursuant to it shall be deemed to create any right in
any individual to be retained or continued in the employment of the Company or
any of its subsidiaries.
16. Use of Proceeds. The proceeds received from the sale of stock
pursuant to the Plan shall be used for general corporate purposes.
17. Shareholder Approval. This Plan shall be submitted to the
shareholders for their approval within twelve (12) months after the date of
adoption of the Plan by the Board. Any option granted hereunder prior to such
approval shall be subject to the condition that this Plan be approved by the
shareholders of the Company. If such approval is not obtained, options granted
hereunder shall terminate.
BOARD APPROVAL: 11/6/97
SHAREHOLDER APPROVAL: 11/24/97
6
<PAGE> 7
[Updated 12/17/97]
ADDENDUM FOR UK EMPLOYEES
1. Purpose
This addendum to the Comshare, Incorporated 1997 Stock Option Plan
("the Plan") is for the benefit of United Kingdom resident employees of
Comshare, Incorporated, a Michigan corporation ("Comshare") and of companies of
which it has control (as defined in Section 187(2) of the Income and Corporation
Taxes Act 1988 ("ICTA")) including, without limitation, its United Kingdom
subsidiary, Comshare, Limited. The terms and conditions of this Addendum are
established in order to render the Plan capable of approval as an approved share
option scheme under Schedule 9 of ICTA ("Schedule 9").
This Addendum to the Plan should be read in conjunction with the Plan
and is subject to the terms and conditions of the Plan except to the extent that
the terms and conditions of the Plan differ from or conflict with the terms set
out hereunder.
The terms and conditions set out in this Addendum apply to any grant of
options under the Plan to individuals who are resident in the United Kingdom for
United Kingdom tax purposes ("U.K. Individuals") if, at the date of grant, such
options are specified as having been granted subject to the terms and conditions
of this Addendum.
2. Group Scheme and Eligibility
A U.K. Individual shall not be entitled to be granted options under the
Plan unless he is a full-time director or "qualifying employee" (as defined in
paragraph 27(4) of Schedule 9) of Comshare or a company under the control (as
defined in Section 187(2) of ICTA) of Comshare. A director is deemed to work
full time if he is employed on terms which require him to devote not less than
twenty-five hours a week (exclusive of permitted breaks) to his duties.
A U.K. Individual may not be granted and may not exercise an option if
his participation is excluded by paragraph 8 of Schedule 9.
3. Stock Subject to the Plan
No option may be granted to a U.K. Individual over Stock which does not
satisfy the requirements of paragraphs 10 to 14 of Schedule 9. Options over
Stock granted under this Addendum may not be exercised at a time when, upon
exercise, the Stock would fail to satisfy the requirements of paragraphs 10 to
14 of Schedule 9.
--
i
<PAGE> 8
4. Limitation of Rights
No U.K. Individual shall be granted options under the Plan which would,
at the time they are obtained, cause the aggregate market value (as defined in
paragraph 28 of Schedule 9) of the shares which he may acquire in pursuance of
rights obtained under the Plan or under any other plans approved under Schedule
9 (not being a savings-related share option scheme approved under Schedule 9)
and established by Comshare or by any associated company (as defined in Section
840 of ICTA) of Comshare (and not exercised) to exceed or further exceed
(pound)30,000 and for these purposes if the market values of the shares are
expressed in a currency other than pounds sterling such market values will be
converted into pounds sterling at the appropriate exchange rate for that
currency at the close of business the date on which the relevant options are
granted as published by The Wall Street Journal.
5. Share Price
The price at which an option will be exercisable will not be manifestly
less than the fair market value of the shares obtainable under the Plan at the
date of the grant of the option. For these purposes, "market value" of the
shares will be their market value as determined in accordance with the
provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and will be
agreed in advance of each grant of options with the Inland Revenue Share
Valuation Division. In any event the price will be such that the approved status
of the Plan is retained.
6. Capital Adjustments
The price at which stock may be acquired on the exercise of any option
and the number of shares thereunder may be adjusted as described under Paragraph
12 of the Plan, entitled "Adjustments", only in the event of a variation in the
share capital of Comshare within the meaning of Paragraph 29 of Schedule 9 and
only if the prior approval of the Inland Revenue has been obtained for such
adjustment. Paragraph 12(b) of the Plan does not apply to options granted under
this Addendum.
7. Exercise of Options
The option price may be paid by cash or cash equivalent only and,
therefore, neither by surrender of Permitted Shares as described under Paragraph
10(b) of the Plan nor by the "cashless exercise procedure" as described in
paragraph 10(c) of the Plan.
8. Amendment of the Scheme
The terms of this Addendum shall not be amended, nor shall any
amendment to the Plan extend to that is governed by this Addendum, except to the
extent that such amendments have been approved by the Board of Inland Revenue.
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<PAGE> 9
9. Exercisability of Terms of Options
A U.K. Individual may exercise his option from time to time in
accordance with the terms of the option. Shares will be allotted or transferred
within thirty days after notice of exercise is given in accordance with the
procedure described under Paragraph 10 of the Plan, entitled "Exercise of
Options".
10. Definitions
For the above purposes the following terms shall have the meaning
listed below:
a. "Individual" shall mean an employee of Comshare or any company
under the control (as defined in Clause 1) of Comshare who is
eligible to receive options under this Addendum.
b. The "Plan" shall mean the Comshare, Incorporated 1997 Stock
Option Plan.
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iii
<PAGE> 10
[FIRST AMENDMENT]
COMSHARE, INCORPORATED
1997 GLOBAL EMPLOYEE STOCK OPTION PLAN
ADDENDUM FOR EMPLOYEES OF
COMSHARE SA SUBSIDIARY IN FRANCE
1. Purpose
This Addendum to the Comshare, Incorporated 1997 Global Employee Stock
Option Plan ("the Plan") applies to Comshare SA employees residing in France.
2. Effective Date
The terms and conditions set out in this Addendum apply to any grant of
options under the Plan on or after May 15, 1998 to individuals who are residents
in France and employees of the subsidiary Comshare SA.
3. Term of Options and Rights
No option granted under this Plan may be exercised prior to the date five
(5) years from the date of grant of such option. The Committee may determine
with respect to each option granted under the Plan the time or times when the
option may be exercised, and may require that the exercise of the option shall
be subject to the satisfaction of conditions relating to the optionee's position
and duties with the Company and the performance thereof.
Unless otherwise specified in an optionee's Stock Option Agreement, options
granted to employees of the subsidiary Comshare SA residing in France shall not
vest until the satisfaction of a five (5) year period from the date of grant.
Upon the completion of the five year period from the date of grant, the options
will be 100% vested and may be exercised. The options shall not be exercisable
after the eighth (8th) anniversary of the grant date.
4. Board Approval
This Addendum shall be submitted to the Compensation Committee of the Board
of Directors for approval.
BOARD APPROVAL: May 17, 1998
<PAGE> 11
SECOND AMENDMENT
TO THE COMSHARE, INCORPORATED
1997 GLOBAL EMPLOYEE STOCK OPTION PLAN
Pursuant to approval of the Board of Directors on November 24, 1998,
Section 15 of the Comshare Incorporated 1997 Global Employee Stock Option Plan
is hereby amended as follows:
15. Termination and Amendment of Plan. The Board may terminate the
Plan at any time, but the Plan shall in any event terminate on the date ten
(10) years after the earlier of approval by the Board or the Company's
shareholders. The Plan automatically shall terminate and no new options
shall be granted under the Plan as of the date on which the Company's 1998
Global Employee Stock Option Plan (the "1998 Plan") receives shareholder
approval. If the 1998 Plan does not receive shareholder approval, the Plan
shall remain in existence and options shall continue to be granted until
the Plan terminates in accordance with the first sentence in this Section.
No option may be granted after the termination of the Plan, but the
termination of the Plan shall not affect the rights of the holders of any
option theretofore granted and then outstanding. The Board may amend or
modify the Plan at any time, but no such amendment or modification, without
the approval of the shareholders, shall (a) change the eligibility
requirements to participate in the plan, (b) increase the amount of Stock
on which options may be granted, except as permitted under Paragraph 13, or
(c) change the manner of determining the option price. No such amendment or
modification shall affect the rights of the holder of any option
theretofore granted and then outstanding without the optionee's consent or
the consent of the transferee of the option or right.
This Second Amendment to the Comshare, Incorporated 1997 Global Employee
Stock Option Plan is hereby executed on November 24, 1998.
COMSHARE, INCORPORATED
By: /S/ Kathryn A. Jehle
-------------------------
Its: Chief Financial Officer
------------------------
