Noncompetition Agreement - COMPUWARE CORP - 6-30-1999 by CPWR-Agreements

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									NONCOMPETITION AGREEMENT THIS NONCOMPETITION AGREEMENT is being executed and delivered as of June 23, 1999 by David M. Connell ("Stockholder") in favor of and for the benefit of COMPUWARE CORPORATION, its subsidiaries and affiliates ("Compuware"), and Data Processing Resources Corporation ("DPRC"). RECITALS A. As an employee and Stockholder of DPRC, Stockholder has obtained and will obtain extensive and valuable knowledge and information concerning the business of DPRC (including confidential information relating to DPRC and Compuware and its operations, assets, contracts, customers, personnel, plans and prospects). B. Contemporaneously with the execution and delivery of this Noncompetition Agreement, DPRC is entering into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which it is anticipated that Compuware will acquire DPRC (the "Acquisition"). C. In connection with the Acquisition and to more fully secure unto Compuware the benefits of the Acquisition, Compuware has requested that Stockholder enter into this Noncompetition Agreement.

In consideration of the foregoing, Stockholder agrees as follows: 1. ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges that the promises and restrictive covenants that Stockholder is providing in this Noncompetition Agreement are reasonable and necessary to the protection of Compuware's business and Compuware's legitimate interests in its acquisition of DPRC (including DPRC's goodwill) pursuant to the Merger Agreement. 2. NONCOMPETITION. During the period commencing on the Effective Time (as defined in the Merger Agreement) and ending on the later of (i) the first anniversary of the Effective Time or (ii) the first anniversary of the termination of Stockholder's employment with Compuware or DPRC, as the case may be (the "Restriction Period"), Stockholder shall not, without Compuware's consent, be or become an officer, director, stockholder, owner, affiliate, salesperson, co-owner, partner, trustee, promoter, technician, engineer, analyst, employee, agent, representative, supplier, investor or lender, consultant, advisor or manager of or to, acquire or hold any interest in, or permit Stockholder's name to be used in connection with any person or entity that engages in any business entity which is directly competitive with any business of DPRC on the Effective Time or the professional services business of Compuware at the time of termination of your employment (the "Competitive Business"); provided, however, that nothing in this Section 2 shall prevent Stockholder from owning as a passive investment less than 1% of the outstanding shares of the capital stock of a publicly-held corporation if such shares are actively traded on an established national securities market in the United States. Under this Noncompetition Agreement, Stockholder's employment with Compuware or DPRC, as the case may be, shall be deemed to terminate at such time that Stockholder is neither a full-time nor a part-time employee of Compuware. 3. INDEPENDENCE OF OBLIGATIONS. The covenants and obligations of Stockholder set forth in this Noncompetition Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and DPRC or Compuware, on the other. 4. SPECIFIC PERFORMANCE. Stockholder agrees that in the event of any breach or threatened breach by Stockholder of any covenant, obligation or other provision contained in this Noncompetition Agreement, Compuware and DPRC shall be entitled (in addition to any other remedy that may be available to them) to the extent permitted by applicable law (a) a decree or order of specific performance to enforce the observance and performance of such covenant, obligation or other provision, and (b) an injunction restraining such breach or threatened breach. Stockholder further agrees that neither Compuware nor any other person or entity shall be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or proceeding. 5. NON-EXCLUSIVITY. The rights and remedies of Compuware and DPRC hereunder are not exclusive of or limited by any other rights or remedies which Compuware or DPRC may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Compuware and DPRC hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like. This Noncompetition Agreement does not limit Stockholder's obligations or the rights of Compuware or DPRC (or any affiliate of Compuware or DPRC) under the terms of any other agreement between Stockholder and Compuware or DPRC or any affiliate of Compuware or DPRC. 2

6. NOTICES. Any notice or other communication required or permitted to be delivered to Stockholder, DPRC or Compuware under this Noncompetition Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by facsimile) to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice delivered in accordance with this Section 6):
IF TO COMPUWARE/DPRC: Compuware Corporation President 31440 Northwestern Highway Farmington Hills, MI 48334 Faxsimile: 248-737-7690

IF TO STOCKHOLDER:

Date Processing Resources Corporation 18301 Von Karman Avenue, Suite 600 Irvine, California 92612 Attention: David M. Connell Facsimile: 949-752-1190

7. SEVERABILITY. If any provision of this Noncompetition Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability or such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) such invalidity or enforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Noncompetition Agreement is separable from every other part of such provision. 8. GOVERNING LAW. This Noncompetition Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California (without giving effect to principles of conflicts of laws). 9. WAIVER. No failure on the part of Compuware or DPRC to exercise any power, right, privilege or remedy under this Noncompetition Agreement, and no delay on the part of Compuware or DPRC in exercising any power, right, privilege or remedy under this Noncompetition Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Neither Compuware nor DPRC shall be deemed to have waived any claim arising out of this Noncompetition Agreement, or any power, right, privilege or remedy under this Noncompetition Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 3

10. CAPTIONS. The captions contained in this Noncompetition Agreement are for convenience of reference only, shall not be deemed to be a part of this Noncompetition Agreement and shall not be referred to in connection with the construction or interpretation of this Noncompetition Agreement. 11. FURTHER ASSURANCES. Stockholder shall execute and/or cause to be delivered to DPRC and Compuware such instruments and other documents and shall take such other actions as Corporation and Compuware may reasonably request to effectuate the intent and purposes of this Noncompetition Agreement. 12. ENTIRE AGREEMENT. This Noncompetition Agreement sets forth the entire understanding of Stockholder, DPRC and Compuware relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between any of such parties relating to the subject matter hereof and thereof. 13. AMENDMENTS. This Noncompetition Agreement may not be amended, modified, altered, or supplemented other than by means of a written instrument duly executed and delivered on behalf of Compuware and Stockholder. 14. ASSIGNMENT. This Noncompetition Agreement and all obligations hereunder are personal to Stockholder and may not be transferred or assigned by Stockholder at any time. Either Compuware or DPRC may assign its rights under this Noncompetition Agreement in whole or in part, without the consent or approval of the Stockholder or any other person or entity, in connection with (A) the sale of Compuware or DPRC, or (B) the sale or other transfer of all or a substantial part of the assets or business of Compuware or DPRC. 15. ATTORNEYS' FEES. If any legal action or other legal proceeding relating to this Noncompetition Agreement or the enforcement of any provision of this Noncompetition Agreement is brought against any party to this Noncompetition Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled). 16. EFFECTIVE TIME. This Noncompetition Agreement shall become effective on the Effective Time and shall have no force or effect if the Effective Time does not occur. 17. BINDING NATURE; INTERPRETATION OF THIS AGREEMENT. Subject to Section 16, this Noncompetition Agreement will be binding upon Stockholder and Stockholder's representatives, executors, administrators, estate, heirs, successors and assigns, and will inure to the benefit of Compuware and DPRC and their respective successors and assigns. The parties agree that this Noncompetition Agreement shall not be interpreted against either party solely because this Noncompetition Agreement was drafted by attorneys for Compuware. 4

IN WITNESS WHEREOF, the parties here executed this Noncompetition Agreement as of the date first above written.
/s/ David M. Connell -----------------------------------DAVID M. CONNELL /s/ Phyllis Recca -----------------------------------COMPUWARE CORPORATION

/s/ Mary Ellen Weaver -----------------------------------DPRC

5

Exhibit (c)(4) SHAREHOLDER TENDER AND VOTING AGREEMENT AGREEMENT dated as of June 23, 1999 among COMP Acquisition Co., a California corporation ("Buyer"), and the holders (the "Shareholders") of the shares of Common Stock, no par value (the "Shares"), of Data Processing Resources Corporation, a California corporation (the "Company"), listed on the signature pages hereof. In order to induce Buyer and Compuware Corporation, a Michigan corporation ("Parent") and the owner of 100% of the outstanding capital stock of Buyer, to enter into an Agreement and Plan of Merger with the Company (the "Merger Agreement"), Buyer has requested the Shareholders, and the Shareholders have agreed, to enter into this Agreement. Capitalized terms used and not defined herein have the meanings given in the Merger Agreement. The parties hereto agree as follows: ARTICLE I TENDER OFFER AND MERGER SECTION 1.1. Tender of Shares. (a) Each Shareholder hereby agrees, pursuant to the terms and subject to the conditions set forth herein, to tender in the Offer all Shares currently owned by such Shareholder as set forth on the signature pages hereto and any additional Shares acquired by such Shareholder (whether by purchase or otherwise) after the date of this Agreement (such "Shareholder's Shares" and, collectively, the "Shareholder Shares"). (b) Within five business days of the commencement of the Offer and within one business day of any acquisition by each Shareholder of any additional Shares, each Shareholder shall deliver to the depositary (the "Depositary") designated in the Offer (i) a letter of transmittal with respect to such Shareholder's Shares complying with the terms of the Offer together with instructions directing the Depositary to make payment for such Shares directly to the Shareholder, (ii) a certificate or certificates representing such Shareholder's Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer (such documents in clauses (i) through (iii) collectively being hereinafter referred to as the "Tender Documents"). (c) Unless and until the Merger Agreement shall have been terminated pursuant to its terms, no Shareholder shall, subject to applicable law, withdraw any tender effected in accordance with Section 1.1(b). SECTION 1.2. Voting of Shares. If the Offer, and Shareholder's tender pursuant thereto, is not consummated, and the approval by the Company's shareholders of the Merger Agreement and the Merger is sought, until termination of the Merger Agreement, at every meeting of the shareholders of Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of Company with respect to any of the following, each Shareholder shall cause all Shares owned of record or beneficially (over which beneficially-owned Shares Shareholder exercises voting power)

to be voted (i) in favor of adoption and approval of the Merger Agreement and approval of the Merger and (ii) against approval of (a) any proposal made in opposition to or in competition with consummation of the Merger, (b) any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent or its affiliates or (c) any liquidation or winding up of Company. SECTION 1.3. No Transfer. Until the earlier of the termination of this Agreement or the record date for the meeting at which shareholders of Company are asked to vote upon adoption and approval of the Merger Agreement and approval of the Merger, except pursuant to Shareholder's tender in the Offer, or as may be required by the foreclosure on any encumbrance secured by such Shareholder's Shares as of the date hereof or court order, each Shareholder agrees not to sell, pledge, encumber, transfer, dispose of, or grant an option with respect to, any of such Shareholder's Shares. SECTION 1.4. No Option Exercise. During the period commencing with the consummation of the Offer and ending at the Effective Time of the Merger, each Shareholder agrees not to exercise any stock option issued by the Company, or any other security exercisable for, or convertible into, Shares or other capital stock of the Company. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS Each of the Shareholders severally represents and warrants to Buyer that: SECTION 2.1. Valid Title. Such Shareholder is the sole, true, lawful and beneficial owner of such Shareholder's Shares with no restrictions on such Shareholder's rights of disposition pertaining thereto. SECTION 2.2. Authority; Noncontravention. Such Shareholder has the requisite power and authority to enter into this Agreement and to consummate the transaction contemplated by this Agreement. The execution and delivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated by this Agreement have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person). This Agreement has been duly executed and delivered by such Shareholder and constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of such Shareholder under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Shareholder or result in the imposition of any lien on any asset of such Shareholder. No consent, approval, order or authorization of, or 2

registration, declaration or filing with or exemption by any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, is required by or with respect to such Shareholder in connection with the execution and delivery of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated by this Agreement, except for applicable requirements, if any, of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement. SECTION 2.3. Total Shares. The number of Shares set forth on the signature pages hereto are the only Shares beneficially owned by such Shareholder and, except as set forth on such signature pages, the beneficial owner or owners of such Shareholder's Shares owns or own no options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has or have no other interest in or voting rights with respect to any securities of the Company. SECTION 2.4. No Brokers. No investment banker, broker or finder is entitled to a commission or fee from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder. ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to each of the Shareholders that: SECTION 3.1. Corporate Power and Authority. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against it in accordance with its terms. ARTICLE IV MISCELLANEOUS SECTION 4.1. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 4.2. Conduct of Shareholders. Such Shareholder will not (a) take, agree or commit to take any action that would make any representation and warranty of such Shareholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (b) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 3

SECTION 4.3. Specific Performance. The parties hereto agree that Buyer may be irreparably damaged if for any reason any Shareholder failed to tender in the Offer, and to not withdraw, such Shareholder's Shares in accordance with the terms of this Agreement or to perform any of its other obligations under this Agreement, and that Buyer would not have an adequate remedy at law for money damages in such event. Accordingly, Buyer shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by each Shareholder. This provision is without prejudice to any other rights that Buyer may have against any Shareholder for any failure to perform its obligations under this Agreement. SECTION 4.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) or by telecopy (with copies by overnight courier) to such party at its address set forth on the signature page hereto or to such other address as such party may have furnished to the other parties in writing in accordance herewith. SECTION 4.5. Amendments; Termination. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. This Agreement may be terminated by any of the parties hereto upon written notice to the other parties hereto on or after the earlier of (a) the date that Shares are accepted for payment in the Offer and (b) the date that the Merger Agreement terminates in accordance with its terms. SECTION 4.6. Successors and Assigns. The provision of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that Buyer may assign its rights and obligations to any affiliate of Buyer and provided, further, that no Shareholder may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Buyer. SECTION 4.7. Governing Law. This Agreement shall be construed in accordance with and governed by the law of California without giving effect to the principles of conflicts of laws thereof. SECTION 4.8. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. REST OF PAGE INTENTIONALLY LEFT BLANK 4

The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. COMP ACQUISITION CO.
By: /s/ Thomas Costello, Jr. -----------------------------------Title: Vice President c/o Compuware Corporation 31440 Northwestern Highway Farmington Hills, Michigan 48334 Attention: General Counsel Facsimile: 248-737-7690 Shares Owned SHAREHOLDERS:

2,034,150

/s/ Mary Ellen Weaver -----------------------------------Mary Ellen Weaver c/o Data Processing Resources Corporation 18301 Von Karman, Suite 600 Irvine, California 92612 /s/ David M. Connell -----------------------------------David M. Connell c/o Data Processing Resources Corporation 18301 Von Karman, Suite 600 Irvine, California 92612 /s/ Richard E. Earley -----------------------------------Richard E. Earley c/o Data Processing Resources Corporation 18301 Von Karman, Suite 600 Irvine, California 92612 /s/ Thomas A. Vadnais -----------------------------------Thomas A. Vadnais c/o Data Processing Resources Corporation 18301 Von Karman, Suite 600 Irvine, California 92612

90,000

342

4,000

5

12.77

/s/ James A. Adams -----------------------------------James A. Adams c/o Data Processing Resources Corporation 18301 Von Karman, Suite 600 Irvine, California 92612 /s/ Richard D. Tipton -----------------------------------Richard D. Tipton c/o Data Processing Resources Corporation 18301 Von Karman, Suite 600 Irvine, California 92612 /s/ Phoebe Stenton -----------------------------------Phoebe Stenton c/o Data Processing Resources Corporation 18301 Von Karman, Suite 600 Irvine, California 92612 /s/ Michael Okada -----------------------------------Michael Okada c/o Data Processing Resources Corporation 18301 Von Karman, Suite 600 Irvine, California 92612 /s/ Paulette J. Suiter -----------------------------------Paulette J. Suiter c/o Data Processing Resources Corporation 18301 Von Karman, Suite 600 Irvine, California 92612

0

1,214

0

12,016

[SIGNATURE PAGE TO SHAREHOLDER TENDER AND VOTING AGREEMENT] 6

162,972

/s/ Robert J. Gallagher -----------------------------------Robert J. Gallagher c/o Systems & Programming Consultants 212 Tryon Street, Suite 700 Charlotte, North Carolina 28281 /s/ Thomas G. Carlisle -----------------------------------Thomas G. Carlisle c/o Systems & Programming Consultants 212 Tryon Street, Suite 700 Charlotte, North Carolina 28281 /s/ J. Christopher Lewis -----------------------------------J. Christopher Lewis c/o Riordan, Lewis and Haden 300 S. Grand Avenue, 29th Floor Los Angeles, California 90071 /s/ Patrick C. Haden -----------------------------------Patrick C. Haden c/o Riordan, Lewis and Haden 300 S. Grand Avenue, 29th Floor Los Angeles, California 90071 /s/ Richard J. Riordan -----------------------------------Richard J. Riordan* 200 Spring Street Los Angeles, California 90012

709,576

100,000

74,800

900,000*

* The representations, warranties and covenants made by Mr. Riordan in this Agreement are limited to 700,000 Shares currently owned by Mr. Riordan, and do not include or extend to an additional 200,000 Shares currently owned by Mr. Riordan. Mr. Riordan's obligation under Section 1.1(b) of this Agreement to deliver Tender Documents with respect to such 700,000 Shares shall be satisfied if such Tender Documents are delivered to the Depositary no later than two business days prior to the initial expiration date of the Offer. [SIGNATURE PAGE TO SHAREHOLDER TENDER AND VOTING AGREEMENT] 7

Exhibit (c)(5) May 13, 1999 DATA PROCESSING RESOURCES CORPORATION 4400 MacArthur Boulevard Suite 610 Newport Beach, CA 92660 Attention: Mary Ellen Weaver Chief Executive Officer Dear Ms. Weaver: DATA PROCESSING RESOURCES CORPORATION, a California corporation ("DPRC") and Compuware Corporation, a Michigan corporation ("Compuware"), are engaged in discussions with respect to a possible transaction between DPRC and Compuware (a "Transaction"), and during the course of such discussions, DPRC and Compuware may each disclose and make available to the other certain information concerning its business, financial condition, operations, assets and liabilities (collectively, the "Confidential Information"). Subject to paragraph 4 below, the term "Confidential Information" shall include all information concerning DPRC and Compuware (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication, whether written, oral, electronic or other) which is furnished hereunder to a party or its Representatives (as defined below) now or in the future by or on behalf of the disclosing party, and shall also include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto. As a condition to being furnished with the Confidential Information, each of DPRC and Compuware agree as follows: Non-Disclosure of Confidential Information. (a) Each of DPRC and Compuware shall (i) use the Confidential Information obtained from the other solely for the purpose of evaluating a possible Transaction involving DPRC and Compuware and for no other competitive or other purpose; (ii) not disclose the Confidential Information to any third party, except for disclosures to its directors, executive officers and representatives and advisors (such as independent accountants and attorneys) acting on its behalf (collectively, its "Representatives") who need to know such information for the purpose of evaluating a possible Transaction involving DPRC and Compuware; (iii) inform its Representatives of the confidential nature of the Confidential Information and direct its Representatives to treat the Confidential Information confidentially; (iv) take all additional precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement by its Representatives.

If either party is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it is agreed that such party will provide the other party with prompt notice of such request so that such other party may seek an appropriate protective order and/or waive the notifying party's compliance with the provisions of this Agreement. If in the absence of a protective order, either party is nonetheless compelled to disclose Confidential Information, such party may disclose without liability hereunder only that portion of such information that such party is advised by a written opinion of counsel is legally required; provided, however, that such party gives to the other party written notice of the information to be disclosed as far in advance of its disclosure as is practicable and, upon such other party's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information. Non-Disclosure of Negotiations or Agreements. Neither DPRC nor Compuware shall, and each of DPRC and Compuware shall direct its Representatives not to, disclose to any third party the existence, status or terms of any discussions, negotiations or agreements between them, without obtaining the prior consent of the other party, provided that a party may make such disclosure after the signing of a definitive agreement for a Transaction if, in the reasonable opinion of outside counsel for such party, such disclosure is required by law, regulation, exchange rule or Nasdaq National Market requirement. Ownership of Confidential Information. All written Confidential Information delivered by one party hereto to the other party pursuant to this Agreement shall be and remain the property of the delivering party, and upon the written request of the delivering party, the receiving party shall (i) promptly return the Confidential Information and shall not retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports and documents and all copies and other reproductions and extracts thereof prepared by the receiving party or others in connection with its review of the Confidential Information and (iii) provide a certificate to the delivering party certifying that the foregoing materials have, in fact, been destroyed or returned, signed by an authorized offer supervising such destruction or return. Information Not Deemed Confidential Information. The term "Confidential Information" does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives in violation of this Agreement; (ii) was available on a non-confidential basis prior to disclosure to the receiving party pursuant to this Agreement; or (iii) becomes available to the receiving party on a non-confidential basis from a source other than the delivering party or its Representatives, provided that such source is not known to be bound by a confidentiality agreement with such delivering party or its Representatives. No Warranty. Neither DPRC nor Compuware makes any representation or warranty as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to the delivering party from its use, except as set forth in a definitive agreement for a Transaction, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect. It is understood that the Confidential 2

Information is not being furnished for use in an offer or sale of securities of either party and is not designed to satisfy the requirements of federal or state securities law in connection with any offer or sale of such securities. No Agreement. Unless a definitive agreement regarding a Transaction between DPRC and Compuware has been executed and delivered, neither Compuware nor DPRC will be under any legal agreement except for the matters specifically agreed to herein. Each party further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction between DPRC and Compuware, and to terminate discussions and negotiations with the other party at any time. No Solicitation. Without the prior written consent of the other party, and except as required or permitted by a definitive agreement for the Transaction, until two years from the date of this agreement, each party shall not initiate or maintain contact (except in the ordinary course of business) with any officer, director, employee, distributor or customer of the other party regarding its business operations, prospects or finances. It is understood that each party will arrange for appropriate contacts for due diligence purposes. Unless otherwise agreed by either party, all (i) communications regarding a possible Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, or (iv) discussions or questions regarding procedures, will be submitted or directed solely to the following designated persons for the other party:
For DPRC: For Compuware: Mary Ellen Weaver Joseph Nathan Eliot Stark

Each party further agrees that for a period of three (3) years from the date hereof, it will not, without the consent of the other party, employ or hire as a consultant any of the officers of the other party or any other employee of the other party with whom it has had contact during the period of its due diligence investigations. Non-public Information - Trading in Securities. Each of DPRC and Compuware has outstanding publicly-held securities and acknowledges that (i) the Confidential Information contains material non-public information, and (ii) the negotiations and status of negotiations between the parties may constitute material non-public information. Each of the parties acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and each of DPRC and Compuware agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of such Act or rules or regulations, including without 3

limitation, Rules 10b-5 and 142-3. Each of DPRC and Compuware agrees to take all reasonable precautions to prevent any trading in securities of DPRC and Compuware by their respective officers, directors, employees and agents having knowledge of any proposed transaction between the parties until the proposed transaction has been sufficiently publicly disclosed. Standstill. Compuware agrees that, until the expiration of the one-year period beginning on the date of this Agreement, without the prior written approval of DPRC and except as otherwise contemplated by any letter of intent or definitive agreement executed by the parties with respect to the Transaction, it will not (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities, assets or property of DPRC or any of its subsidiaries, whether such agreements or proposals are made with or to DPRC or any of its subsidiaries, or a third party; (ii) propose to enter into, directly or indirectly, any merger or other business combination involving DPRC or any of its subsidiaries; (iii) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Exchange Act) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of DPRC or any of its subsidiaries, (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of DPRC or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of DPRC; (vi) disclose any intention, plan or arrangement inconsistent with the foregoing; or (vii) advise, encourage any intention, plan or arrangement inconsistent with the foregoing; or (viii) advise, encourage, provide any information or assistance (including financial assistance) to or hold discussions with, any other person or entity in connection with any of the foregoing. No Shop. In consideration of the time and expense which Compuware will incur during the period beginning on the date of DPRC's acceptance of this letter and ending on the date as the parties may terminate discussions concerning a possible transaction, DPRC agrees that, until June 30, 1999, without the prior written approval of Compuware and except as otherwise contemplated by any letter of intent or definitive agreement executed by the parties with respect to a possible transaction will not, directly or indirectly (by itself or its representatives), solicit (including furnishing information concerning DPRC), discuss, negotiate or accept any offer or proposal that would involve or could result in a sale of DPRC (whether by merger, asset sale, stock sale or otherwise) or of a substantial portion of DPRC's Common Stock to any party other than Compuware. The provisions of this paragraph will not apply in the following circumstance: (i) DPRC receives an unsolicited offer or proposal that would involve or could result in a sale of DPRC (whether by merger, sale of all or a substantial portion of DPRC's assets, stock sale, tender offer or otherwise) and (ii) DPRC determines in its good faith judgment, after consultation with and based upon the written advice of qualified outside legal counsel, that it is required to participate in discussions and negotiations with the party making such proposal. DPRC will promptly notify Compuware of its receipt of any offer or proposal referred to in the preceding sentence, including the identity of the party making the offer or proposal and the terms of the offer or proposal. DPRC will furnish such additional information concerning such offer or proposal to Compuware as may be requested by Compuware, except to the extent that DPRC is 4

advised in writing by the qualified outside legal counsel that the furnishing of such information is not lawful. Purpose and Use of Confidential Information. DPRC and Compuware understand and agree that the Confidential Information shall be used solely for the purpose of evaluating a potential business transaction and not to affect, in any way, either party's competitive position relative to the other party, and that only information reasonably necessary to evaluate a proposed transaction shall be disclosed or exchanged. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege hereunder. Any waiver of a breach hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach. Remedies. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by either party or its Representatives and that the non-breaching party shall be entitled to equitable relief, including specific performance and injunction, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by either party or its Representatives, but shall be in addition to all other remedies available at law or in equity to the non-breaching party. Governing Law. This Agreement shall be governed by and construed in accordance with the internal law of, and not the choice of law provisions or law of conflicts of, the State of Michigan. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same Agreement. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 5

Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between DPRC and Compuware. COMPUWARE CORPORATION
By: /s/ Eliot R. Stark ----------------------------Name: Eliot R. Stark Title: Executive Vice President

Accepted and agreed: DATA PROCESSING RESOURCES CORPORATION
By: /s/ David M. Connell ----------------------------Name: David M. Connell Title: Dated: Executive Vice President May 20, 1999

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