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EXHIBIT 9
COMPUWARE CORPORATION
VOTING AGREEMENT
THIS VOTING AGREEMENT ("Agreement") is made as of July 1, 1997, between
Compuware Corporation, a Michigan corporation ("Compuware"), Xxxxx Xxxxxxxx,
Jr. ("Karmanos") and Xxxxx Xxxxxxxxxx Karmanos ("Xxxxxxxxxx Karmanos").
Recitals
A. Karmanos is the owner of certain presently outstanding Compuware
Corporation common stock, $.01 par value per share (the "Common Stock").
B. The Common Stock owned by Karmanos is currently restricted by the terms
of a Shareholder Agreement, dated as of November 5, 1992, as amended,
which governs the voting and transfer of the shares of Common Stock
owned by Karmanos.
C. Certain shares of Common Stock will be transferred by Karmanos to
Xxxxxxxxxx Karmanos, effective July 1, 1997.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITION.
As used in this Agreement, the term "Common Stock" shall mean the
421,053 shares of Common Stock transferred by the Karmanos to Xxxxxxxxxx
Karmanos, his wife.
2. VOTING AGREEMENT.
X. Xxxxxxxxxx Karmanos hereby irrevocably makes, constitutes and
appoints Karmanos as her proxy and hereby authorizes and grants to
Karmanos the exclusive right to represent and to vote the shares of
Common Stock transferred by Karmanos to Xxxxxxxxxx Karmanos under this
Agreement. This proxy is coupled with an interest and shall terminate
on Karmanos' death or mental incompetency.
B. In furtherance of the foregoing, Xxxxxxxxxx Karmanos agrees to
execute and deliver to Compuware, simultaneously with the execution of
this Agreement, an irrevocable proxy, in the form of Exhibit A attached
hereto, appointing Karmanos as her proxy for the Common Stock.
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C. All certificates evidencing shares of Common Stock covered by this
paragraph 2 shall have endorsed thereon by Compuware the following
statement:
The shares of stock represented by this certificate are restricted
as to transfer in accordance with, and are otherwise subject to
the terms of, a Voting Agreement dated as of July 1, 1997 (the
"Agreement"), a copy of which is on file at the principal office
of Compuware Corporation.
D. The proxy granted by Xxxxxxxxxx Karmanos to Karmanos is not
assignable or transferable.
3. COMPUWARE AGREEMENT.
Compuware agrees it will not recognize on the stock transfer records of
Compuware any transfer of any shares of Common Stock covered by
paragraph 2 which is contrary to the terms of such paragraph. Compuware
further agrees to legend any and all stock certificates which evidence
such shares of Common Stock with the legend contained in paragraph 2(C)
above before the issuance of any such certificate(s).
4. MISCELLANEOUS.
A. This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and shall be binding upon the
parties and their respective heirs, personal representatives,
successors and assigns unless otherwise restricted herein.
B. The provisions of this Agreement will be deemed severable, and, if
any part of any provision is held illegal, void, invalid or
unenforceable under applicable law, such provision shall be changed to
the extent reasonably necessary to make the provision, as so changed,
legal, valid, binding and enforceable. In the event any provision of
this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired thereby.
C. This Agreement shall be governed by and construed in accordance
with the laws of the State of Michigan.
D. This Agreement shall terminate on Xxxxx Xxxxxxxx, Jr.'s death or
mental incompetency.
E. Notwithstanding the date of any signatures, this Agreement shall be
effective on the date set forth above. This Agreement may be executed
in several counterparts, each of which shall be deemed an original.
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
written above.
COMPUWARE
By: [SIG]
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KARMANOS XXXXXXXXXX-KARMANOS
By: Xxxxx Xxxxxxxx, Jr. By: Xxxxx Xxxxxxxxxx Karmanos
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Xxxxx Xxxxxxxx, Jr. Xxxxx Xxxxxxxxxx Karmanos
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EXHIBIT A
IRREVOCABLE PROXY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Xxxxx Xxxxxxxxxx Karmanos
("Shareholder") hereby irrevocably makes, constitutes and appoints Xxxxx
Xxxxxxxx, Jr. as proxy ("Proxy") and hereby authorizes and grants to said
Proxy, the exclusive right to represent and to vote the shares of common stock
("Common Stock") of Compuware Corporation, a Michigan corporation ("Company")
transferred by Xxxxx Xxxxxxxx, Jr. to Xxxxx Xxxxxxxxxx Karmanos, effective July
1, 1997, in the discretion of said Proxy, with respect to any matters which may
properly come before any meeting of, or be considered by, the shareholders of
the Company and on which the shareholders of record are entitled to vote or act.
This proxy is coupled with an interest and is given pursuant to the terms of a
Voting Agreement dated as of July 1, 1997 ("Agreement"), between the Company,
the Proxy, and the Shareholder. This proxy shall cease to be effective and
shall terminate on Xxxxx Xxxxxxxx, Jr.'s death or mental incompetency.
IN WITNESS WHEREOF, this proxy has been duly executed and delivered as of the
1st day of July, 1997.
Xxxxx Xxxxxxxxxx Karmanos
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Xxxxx Xxxxxxxxxx Karmanos
7-10-97
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Date
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