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EXHIBIT 10.18
August 4, 1997
Xx. Xxxxxx X. Xxxxxxxx
000 Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
RE: Letter of Understanding
Dear Xxxxx,
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
August 25, 1997 ("Termination Date").
2. Comshare agrees to pay you salary continuation pay commencing from your
"Termination Date" until February 25, 1998 ("Salary Continuation Period").
If you secure other employment prior to this date, Xxxxxxxx agrees to pay
the difference, less appropriate federal and state withholdings and
deductions, between the amount of salary continuation pay already paid to
you and the total amount that would have been paid through February 25,
1998. 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 until February 25, 1998, or until you are eligible for insurance
from other employment, whichever occurs first, provided that Comshare shall
have the right to change such coverage to the extent that 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. As discussed, this agreement does allow
you to work as a consultant in businesses other than those listed on the
August 6, 1997, addendum to the Comshare At Will Employee Agreement.
3. You are eligible to participate in an executive outplacement program. As
agreed, the costs of the program, $12,500.00, less appropriate federal and
state withholdings and deductions, will be paid directly to you for use at
your discretion.
4. Your bi-weekly car allowance of $436.15 will be continued through
August 31, 1997.
5. 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.
6. You will not accrue vacation benefits during the Salary Continuation
Period. Our records indicate that you have ten (10) vacation days.
Vacation will be paid to you less appropriate federal and state
withholdings and deductions, within two (2) weeks of August 25, 1997.
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7. 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 plans,
under separate cover. Your participation in the Employee Stock Purchase
Plan will end immediately and a refund check for contributions deducted
from July 1, 1997, will be refunded to you.
8. Except for publicly held information, all information to which you had
access 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 Employment
Agreement.
9. 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 on the business affairs, policies or the
like of Comshare without the specific written approval of Comshare.
NOTWITHSTANDING THE FOREGOING, YOU MAY BE 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.
10. You have stated that you have returned 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. This provision excludes your
Comshare issued personal computer that you may retain for your use, as
agreed, until September 30, 1997.
11. It is understood that this Agreement and your Comshare Employee Agreement,
dated May 27, 1995, constitute 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.
12. 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.
13. 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
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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.
14. 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 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 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.
15. 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.
16. Sections 6, 7, 8, 10, 11, 12, 14 shall survive the end of the Salary
Continuation Period.
If the above is acceptable, please sign this Agreement and return it to me by
August 22, 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/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Xx. Director, Human Resources
The above terms and conditions are agreed to and accepted:
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
August 4, 1997
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Date
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