Director Designation Agreement

EXHIBIT 10.6


DIRECTOR DESIGNATION AGREEMENT


This Director Designation Agreement, dated as of January 15, 1996, is by and between Michael D. Andereck, a resident of Texas ("Andereck"), and Xerox Corporation, a New York corporation ("Xerox"), (Andereck and Xerox being collectively referred to herein as the "Stockholders").


WITNESSETH:


WHEREAS, the Stockholders own shares of capital stock and/or options to purchase capital stock (collectively "ISI Stock") of Image Sciences, Inc. ("ISI"); and


WHEREAS, ISI is a party to an Agreement and Plan of Merger, of even date herewith (the "Merger Agreement"), which contemplates that, pursuant to the merger described therein (the "Merger"), shares of ISI Stock will be converted into shares and/or options to purchase shares of capital stock ("Company Stock') of DocuCorp, Inc., a Delaware corporation (the "Company"); and


WHEREAS, Xerox and certain other parties who will become stockholders of the Company upon consummation of the Merger have entered into a Stockholders' Agreement of even date herewith (the 'Stockholders' Agreement"), pursuant to which Xerox is entitled to designate three members to the Board of Directors ("Board") of the Company; and


WHEREAS, Andereck and Xerox are parties to a Voting and Lockup Agreement, of even date herewith, pursuant to which each has agreed to vote in favor of the Merger, based upon the parties entering into this Agreement;


NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


1. The Stockholders shall vote their respective shares of Company Stock and any other shares of voting securities of the Company acquired or controlled by them that they have the right to vote generally in the election of directors of the Company (collectively "Voting Stock") and otherwise use commercially reasonable efforts as stockholders of the Company, at all times until the Termination Date (as defined in the Stockholders' Agreement), to cause and maintain the election to the Board of the following persons as the three designees of Xerox under the Stockholders' Agreement: (i) one designee of Andereck (who shall initially be Michael D. Andereck), one designee of Xerox (who shall initially be Frank Papson) and (iii) one designee (the "Third Designee") who is mutually acceptable to Andereck and Xerox. In the event that Andereck and Xerox are unable to mutually agree upon the Third Designee, they shall promptly select an independent arbitrator to select an independent person with expertise in corporate governance and in the software industry, whose determination shall be binding and whose arbitration action shall be conducted in accordance with the rules of the American Arbitration Association. Each of the Stockholders will thereafter vote his shares of Votin ...