Senior Vice President, Marketing Change In Control Severance Agreement - Brian Hartlen

COMSHARE, INCORPORATED
CHANGE IN CONTROL SEVERANCE AGREEMENT


THIS AGREEMENT, dated as of February 9, 2001, is between Comshare, Incorporated (the "Company") and Brian Hartlen, who is currently employed by the Company in the position of Senior Vice President, Marketing (the "Executive").


WITNESSETH:


WHEREAS, the Company recognizes that the Executive has contributed to the growth and success of the Company; and


WHEREAS, the Company believes that it is in the best interests of the Company and its shareholders if the Executive is assured of appropriate financial protection in the event of a Change in Control (as defined in Section 4 below), thus ensuring that the Executive shall have an incentive to perform valuable services for the Company and shall not be distracted in the event of a Change in Control;


WHEREAS, the Company believes that the assurance of appropriate financial protection to the Executive in the event of a Change in Control shall encourage the Executive to remain in the employ of the Company through the transition period following a Change in Control, which is in the best interests of the Company and its shareholders; and


WHEREAS, the Executive is willing to provide dedicated services to the Company on the condition that the Executive receives adequate assurance of appropriate financial protection in the event of a Change in Control;


NOW THEREFORE, in consideration of the premises and mutual covenants, the parties hereto agree as follows:


AGREEMENT


1. OPERATION OF AGREEMENT. This Agreement sets forth the severance compensation that the Company shall pay the Executive if the Executive's employment with the Company terminates under one of the applicable provisions set forth herein following a Change in Control. As used in this Agreement, employment with the Company shall be deemed to include employment with a subsidiary of the Company.


2. TERM OF THE AGREEMENT. This Agreement shall be effective upon its execution by both parties and shall terminate upon the first of the following events to occur: (a) three years


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from the date hereof if a Change in Control has not occurred within such three-year period; (b) the termination of the Executive's employment with the Company prior to a Change in Control; (c) the expiration of two years following a Change in Control (or two years following the later of one or more successive Changes in Control that occur within the two year period immediately following the initial Change in Control); (d) the termination of the Executive's employment with the Company following a Change in Control due to the Executive's death, Disability (as defined in Section 3(a) below) or Retirement (as defined in Section 3(b) below); (e) the termination of the Executive's employment by the Company for Cause (as defined in Section 3(c) below) following a Change in Control; or (f) termination of employment by the Executive for other than Good Reason (as defined in Section 5) following the date of a Change in Control. Unless the Agreement has first terminated under clauses (a) through (f) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, this Agreement shall be extended for one additional year, unless at least 30 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of this Agreement.


3. DEFINED TERMS. For purposes of this Agreement, the following terms shall have the meanings set forth below:


(a) "Disability" shall mean the Executive's total and permanent disability which prevents the Executive from performing for a continuous period exceeding six months the duties assigned to the Executive immediately prior to the Change in Control. The determination of Disability shall be made by a medical board-certified physician mutually acceptable to the Company and the Executive (or the Executive's legal representative, if one has been appointed), and if the parties cannot mutually agree to the selection of a physician, then each party shall select such a physician and the two physicians so selected shall select a third physician who shall make this determination.


(b) "Retirement" shall mean retirement on or after age 65.


(c) "Cause" shall mean the Executive's willful gross misconduct, willful and material breach of his duties or an act of fraud or dishonesty by the Executive that directly or indirectly results in material harm to the Company.


4. CHANGE IN CONTROL. A Change in Control shall be deemed to have occurred upon the occurrence of any of the following events:


(a) the election of a Board of Directors of the Company, a majority of the members of which were nominees of a person (including an individual, a corporation, partnership, joint venture, trust or other entity) or a group of persons acting together (other than persons who were members of the Board of Directors or officers of the Company as of June 1, 1998 or a tax-qualified retirement plan approved by the Board of Directors of the Company (including at least a majority of the Incumbent Directors ("Exempted Persons")), following the acquisition by such person, group of persons or plan of ownership (directly or indirectly,


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beneficially or of record) of twenty-five (25%) percent, or more, of the outstanding Common Stock of the Company;


(b) the acquisition of ownership by a person or group of persons described in subparagraph (a) above (other than Exempted Persons) of fifty-one (51%) percent, or more of the outstanding Common Stock of the Company;


(c) a sale of all or substantially all of the assets of the Company to any entity not controlled by persons who were members of the Board of Directors or officers of the Company as of June 1, 1998, or by any tax-qualified retirement plan for the benefit of employees of the Company; or


(d) a merger, consolidation or other similar transaction between the Company and another entity if a majority of the members of the Board of Directors of the surviving company are not Continuing Directors, as defined below.


The term "Incumbent Directors" means members of the Board of Directors of the Company as of June 1, 1998 or new directors whose election by the Board of Directors, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors in office at the time of such election or nomination, who either were directors as of June 1, 1998, or whose election or nomination was previously approved as provided above. In the event that a majority of the Incumbent Directors do not approve the tax-qualified retirement plan or there are no Incumbent Directors, the tax-qualified retirement plan shall not be an Exempted Person. The term "Continuing Directors" means persons (A) who are members of the Board of Directors immediately before the Change in Control and (B) who also were members of the Board of Directors of the Company as of June 1, 1998 or are new directors whose election by the Board of Directors, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors in office at the time of such election or nomination who either were directors as of June 1, 1998 or whose election or nomination for election was previously approved as provided above.


5. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. Subject to Section 10(a) hereunder, the Executive shall be entitled to severance payments under this Agreement only if there has been a Change in Control and the Executive has incurred a Termination of Employment.


(a) For purposes of this Agreement during the two-year period following any Change in Control that occurs during the term of this Agreement, "Termination of Employment" shall be defined as:


(i) The Executive's involuntary termination by the Company for any reason other than death, Disability, Retirement or Cause; or


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(ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent:


(A) Any reassignment of the Executive to
duties inconsistent with the Executive's position, title, duties,
responsibilities and status with the Company immediately prior to the
Change in Control, or a change in the Executive's reporting
responsibilities, including a change in the identity or the corporate
position to which the Executive reports, or a change in title (except
for a promotion) in effect immediately prior to the Change in Control;


(B) Any reduction in the Executive's base
salary or targeted incentive bonus in effect immediately prior to the
Change in Control, or failure by the Company to continue any bonus, ...