exv10w1



 




EXHIBIT 10.1




COVANSYS CORPORATION




2007 STOCK OPTION PLAN











 




COVANSYS CORPORATION




2007 STOCK OPTION PLAN




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Page	
	 	 	 	 	 	
	 	ARTICLE 1	 	 	
    GENERAL PROVISIONS	 	 	1	 
	 	1.1	 	 	
    Purpose of the Plan	 	 	1	 
	 	1.2	 	 	
    Structure of the Plan	 	 	1	 
	 	1.3	 	 	
    Adoption and Term	 	 	1	 
	 	ARTICLE 2	 	 	
    DEFINITIONS	 	 	1	 
	 	ARTICLE 3	 	 	
    ADMINISTRATION	 	 	3	 
	 	3.1	 	 	
    Administration of the Plan	 	 	3	 
	 	3.2	 	 	
    Expenses of Administration	 	 	3	 
	 	3.3	 	 	
    Indemnification	 	 	3	 
	 	ARTICLE 4	 	 	
    ELIGIBILITY AND PARTICIPATION	 	 	3	 
	 	ARTICLE 5	 	 	
    SHARES OF COMMON STOCK SUBJECT TO THE PLAN	 	 	4	 
	 	5.1	 	 	
    Shares Subject to the Plan	 	 	4	 
	 	5.2	 	 	
    Shares of Common Stock Subject to Terminated or Expired Options	 	 	4	 
	 	5.3	 	 	
    Adjustment of Shares	 	 	4	 
	 	ARTICLE 6	 	 	
    OPTIONS	 	 	4	 
	 	6.1	 	 	
    Power to Grant Options	 	 	4	 
	 	6.2	 	 	
    Optionee to Have No Rights as a Shareholder	 	 	4	 
	 	6.3	 	 	
    Incentive Options	 	 	4	 
	 	ARTICLE 7	 	 	
    TERMS, CONDITIONS AND EXERCISE OF OPTIONS	 	 	5	 
	 	7.1	 	 	
    Option Agreements	 	 	5	 
	 	7.2	 	 	
    Conditions for Exercise and Term of Options	 	 	5	 
	 	7.3	 	 	
    Exercise Price and Procedures	 	 	6	 
	 	7.4	 	 	
    Effect of Termination of Service	 	 	6	 
	 	7.5	 	 	
    Prohibition Against Exercise of Out-Of-the-Money Options	 	 	6	 
	 	7.6	 	 	
    Limited Transferability of Options	 	 	6	 
	 	7.7	 	 	
    Acceleration of Exercise Time	 	 	6	 
	 	ARTICLE 8	 	 	
    MISCELLANEOUS MATTERS	 	 	7	 
	 	8.1	 	 	
    Tax Withholding	 	 	7	 
	 	8.2	 	 	
    Amendment or Termination	 	 	7	 
	 	8.3	 	 	
    Regulatory Approvals	 	 	7	 
	 	8.4	 	 	
    No Employment or Service Rights	 	 	7	 
	 	8.5	 	 	
    No Restraint	 	 	7	 
	 	8.6	 	 	
    Use of Proceeds	 	 	7	 
	 	8.7	 	 	
    Severability	 	 	7	 
	 	8.8	 	 	
    Compliance with Section 16(b) of the Securities Exchange Act	 	 	7	 
	 	8.9	 	 	
    Compliance with Code Section 162(m)	 	 	7	 
	 	8.10	 	 	
    Strict Construction	 	 	8	 
	 	8.11	 	 	
    Choice of Law	 	 	8	 




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COVANSYS CORPORATION




2007 STOCK OPTION PLAN




ARTICLE 1




General Provisions



     
1.1     Purpose of the Plan.
This Plan is intended to promote the interests of the
Corporation by providing eligible persons, including directors,
consultants and employees of the Corporation, with the
opportunity to acquire a proprietary interest in the Corporation
as an incentive for them to continue in such employ or service
and to attract new employees or individuals with outstanding
qualifications.



     
1.2     Types of Options. The
Plan shall provide for the grant of Incentive Options and
Nonqualified Options pursuant to which eligible persons may
purchase shares of Common Stock of the Corporation pursuant to
the terms and conditions provided in the Plan.



     
1.3     Adoption and Term. The
Plan has been approved by the Board of Directors of the
Corporation and, subject to the approval of a majority of the
voting power of the shareholders of the Corporation, is
effective January 1, 2007. The Plan will remain in effect
from January 1, 2007 through December 31, 2007.




ARTICLE 2




Definitions



     
The following definitions shall be in effect under the Plan:



     
Board shall mean the Corporation’s Board of
Directors.



     
Change in Control shall mean a change in ownership or
control of the Corporation affected through any of the following
transactions:






		
	 	     
    (a) a merger, consolidation or other reorganization unless
    securities representing more than 50% of the total combined
    voting power of the voting securities of the successor
    corporation are immediately thereafter beneficially owned,
    directly or indirectly and in substantially the same proportion,
    by the persons who beneficially owned the Corporation’s
    outstanding voting securities immediately prior to such
    transaction;
	 
	 	     
    (b) a sale, transfer or other disposition of all or
    substantially all of the Corporation’s assets; or
	 
	 	     
    (c) the acquisition, directly or indirectly, by any person
    or related group of persons (other than the Corporation or a
    person that directly or indirectly controls, is controlled by,
    or is under common control with, the Corporation), of beneficial
    ownership (within the meaning of Rule 13-d3 of the Exchange
    Act) of securities possessing more than 50% of the total
    combined voting power of the Corporation’s outstanding
    securities from a person or persons other than the Corporation.



     
Code shall mean the Internal Revenue Code of 1986, as
amended.



     
Committee shall mean the Committee established by the
Board of Directors, or such other committee as the Board may
establish and assign the responsibility of administering this
Plan; provided, however, that the Committee shall be comprised
solely of two or more members of the Board, as determined by the
Board from time to time, each of whom shall be (i) a
“disinterested person” as that term is defined and
interpreted pursuant to
Rule 16b-3
promulgated under Section 16 of the Exchange Act and
(ii) an “outside director” as that term is
defined and interpreted pursuant to section 162(m) of the
Code and the regulations thereunder.



     
Common Stock shall mean the Corporation’s common
stock.



     
Corporation shall mean Covansys Corporation, a Michigan
corporation.



     
Date of Grant with respect to an Option, means the date
on which the Committee grants such Option pursuant to the Plan.



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Disability shall mean the inability of Optionee to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that is expected to
result in death or has lasted or can be expected to last for a
continuous period of twelve months or more.



     
Employee shall mean an individual who is and continues to
be employed (within the meaning of Section 3401 of the Code
and the regulations promulgated thereunder) by the Corporation,
Parent or a Subsidiary including officers (whether or not they
may also be directors) of the Corporation, Parent or a
Subsidiary. An Employee shall cease to be an Employee upon the
voluntary or involuntary termination of his employment with the
Corporation, parent or subsidiary for any reason, including
death or Disability.



     
Exchange Act shall mean the Securities Exchange Act of
1934, as amended.



     
Exercise Date shall mean the date on which the Option
shall have been exercised in accordance with the applicable
Option documentation.



     
Fair Market Value per share of Common Stock on any
relevant date shall be determined in accordance with the
following provisions:






		
	 	     
    (a) If the Common Stock is at the time traded on the NASDAQ
    Stock Market (or any other stock exchange), then the Fair Market
    Value shall be the closing selling price per share of Common
    Stock on the date in question, as such price is reported by the
    National Association of Securities Dealers on the NASDAQ Stock
    Market and published in The Wall Street Journal. If there is no
    closing selling price for the Common Stock on the date in
    question, then the Fair Market Value shall be the closing
    selling price on the last preceding date for which such
    quotation exists.
	 
	 	     
    (b) If the Common Stock is at the time neither listed on
    the NASDAQ Stock Market or any stock exchange, then the Fair
    Market Value shall be determined by the Committee after taking
    into account such factors as the Committee shall deem
    appropriate but shall be determined without regard to any
    restrictions other than a restriction which, by its term, will
    never lapse.



     
Incentive Option shall mean an Option that satisfies the
requirements of Code Section 421.



     
Termination for Cause shall mean (i) the commission
of any act of fraud, embezzlement or dishonesty by Optionee,
(ii) any unauthorized use or disclosure by such person of
confidential information or trade secrets of the Corporation, or
(iii) any other intentional misconduct by such person
adversely affecting the business or affairs of the Corporation
in a material manner.



     
Nonqualified Option shall mean an Option that does not
qualify as an Incentive Option.



     
Option shall mean an Incentive Option or a Nonqualified
Option granted pursuant to the Plan.



     
Optionee shall mean any person to whom an option is
granted pursuant to the Plan.



     
Plan shall mean this Covansys Corporation 2007 Stock
Option Plan.



     
Reporting Persons means any and all Employees subject to
Section 16 of the Exchange Act.



     
Retirement means normal retirement at age 65 or
early retirement. Early retirement means (a) age 60,
(b) completion of 20 years of service; or
(c) age 55 with 10 years of service.



     
Service shall mean the performance of services for the
Corporation (or any Parent or Subsidiary) by a person in the
capacity of an Employee, a member of the board of directors or
an independent contractor, except to the extent otherwise
specifically provided in the documents evidencing the option
grant or stock issuance.



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ARTICLE 3




Administration



     
3.1     Administration of the
Plan.



     
(a) The Board shall administer the Plan. However, any or
all administrative functions otherwise exercisable by the Board
may be delegated to the Committee. Members of the Committee
shall serve for such period of time as the Board may determine
and may be removed by the Board at any time. The Board may also
at any time terminate the functions of the Committee and
reassume all powers and authority previously delegated to the
Committee.



     
(b) The Committee shall have the authority (subject to the
provisions of the Plan) to establish such rules and procedures
as it may deem appropriate for proper administration of the Plan
and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding options issued
under the Plan as it may deem necessary or advisable. Decisions
of the Committee shall be final and binding on all parties who
have an interest in the Plan or any option grant issued under
the Plan.



     
(c) The Committee shall have full authority to determine
with respect to the grants made under the Plan, which eligible
persons are to receive such grants, the time or times when those
grants are to be made, the number of shares to be covered by
each such grant, the status of the Option as either an Incentive
Option or a Nonqualified Option, the time or times when each
Option is to become exercisable, the vesting schedule (if any)
applicable to the Option shares and the maximum term for which
the option is to remain outstanding.



     
(d) Action taken or not taken by the Committee on one or
more occasions shall be without obligation to take or not take
such action on any other occasion(s). The Committee may delegate
to one or more Persons any of its powers, other than its power
to authorize the granting of Options, hereinbefore or
hereinafter provided or conferred, or designate one or more
Persons to do or perform those matters to be done or performed
by the Committee, including administration of the Plan.
Notwithstanding the foregoing, the Committee may not delegate a
power if the delegation of such power would cause the Plan to
fail to satisfy the plan administration requirements set forth
in Rule 16b-3(c)
promulgated under the Exchange Act or section 162(m) of the
Code and the regulations promulgated thereunder. Any Person or
Persons delegated or designated by the Committee shall be
subject to the same obligations and requirements imposed on the
Committee and its members under the Plan.



     
3.2     Expenses of Administration.
The Corporation shall pay all costs and expenses of
administering the Plan.



     
3.3     Indemnification. To the
maximum extent permitted by law, the Corporation shall indemnify
each member of the Board or member of the Committee, as well as
any other Employee of the Corporation with duties under the
Plan, against expenses and liabilities (including any amount
paid in settlement) reasonably incurred by the individual in
connection with any claims against the individual by reason of
the performance of the individual’s duties under the Plan,
unless the losses are due to the individual’s gross
negligence or lack of good faith. The Corporation will have the
right to select counsel and to control the prosecution or
defense of the suit. In the event that more than one person who
is entitled to indemnification is subject to the same claim, all
such persons shall be represented by a single counsel, unless
such counsel advises the Corporation in writing that he or she
cannot represent all such persons under applicable rules of
professional responsibility. The Corporation will not be
required to indemnify any person for any amount incurred through
any settlement unless the Corporation consents in writing to the
settlement.




ARTICLE 4




Eligibility and Participation



     
The following persons are eligible to participate in the Plan:
Employees, members of the Board of Directors of the Corporation,
parent or subsidiary, and independent contractors who provide
services to the Corporation (or any parent or subsidiary). In
making such selections, the Committee may take into account



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the nature of the services rendered by such persons, their
present and potential contributions to the Corporation’s
success, and such other factors as the Committee in its
discretion shall deem relevant.




ARTICLE 5




Shares of Common Stock Subject to the Plan



     
5.1     Shares Subject to the
Plan. The shares of Common Stock issuable under the Plan
shall be shares of authorized but unissued or reacquired shares
of Common Stock. The maximum number of shares of Common Stock
that may be subject to Options granted under the Plan shall not
exceed 2,000,000 shares.



     
5.2     Shares of Common Stock
Subject to Terminated or Expired Options. Shares of
Common Stock subject to outstanding Options shall be available
for subsequent issuance under the Plan to the extent the Options
expire or terminate for any reason prior to their being
exercised in full.



     
5.3     Adjustment of Shares.
Should any change be made to the Common Stock by reason of
any stock split, stock dividend, reverse stock split,
recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration,
appropriate adjustments shall be made to (i) the maximum
number and/or class of securities issuable pursuant to the Plan
and (ii) the number and/or class of securities and the
exercise price per share in effect under each outstanding Option
in order to prevent the dilution or enlargement of benefits
thereunder. The adjustments determined by the Committee shall be
final.




ARTICLE 6




Options



     
6.1     Power to Grant Options.
The maximum aggregate number of shares of Common Stock with
respect to which Options may be granted to any one Employee
during the calendar year shall be limited to
100,000 shares. For purposes of calculating the number of
shares with respect to which Options have been granted to an
Employee for any such period, any shares subject to an Option
that is granted and subsequently cancelled or surrendered during
such period shall continue to be counted against the maximum
number of shares which may be granted to such Employee pursuant
to the Plan during such period. Subject to this maximum share
limitation, the Committee may grant to such Employees or persons
as the Committee may select in accordance with Article 4,
Options entitling the Optionee to purchase shares of Common
Stock from the Corporation in such quantity, and on such terms
and subject to such conditions not inconsistent with the terms
of the Plan, as may be established by the Committee at the time
of grant or pursuant to applicable resolution of the Committee.



     
6.2     Optionee to Have No Rights
as a Shareholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder of the
Corporation with respect to the shares of Common Stock made
subject to an Option unless and until such Optionee exercises
such Option and is issued the shares purchased thereby. No
adjustments shall be made for distributions, dividends,
allocations, or other rights with respect to any shares of
Common Stock prior to the exercise of such Option.



     
6.3     Incentive Options. The
terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this
Section 6.3, all the provisions of the Plan shall be
applicable to Incentive Options. Options that are specifically
designated as Nonqualified Options are not subject to the terms
of this Section 6.3.






		
	 	     
    (a) Eligibility. Incentive Options may only be
    granted to Employees.
	 
	 	     
    (b) Dollar Limitation. The aggregate Fair Market
    Value of the shares of Common stock (determined as of the Date
    of Grant) for which one or more Incentive Options granted to any
    Employee pursuant to the Plan (or any other option plan of the
    Corporation or any Parent or subsidiary) may for the first time
    become exercisable as Incentive Options during any one calendar
    year shall not exceed $100,000. To the extent that an
    Optionee’s Options exceed that limit, they will be treated
    as Nonqualified



4







 


		
	 	
    Options (but all of the other provisions of the Option shall
    remain applicable), with the first Options that were awarded to
    Optionee to be treated as Incentive Options.
	 
	 	     
    (c) Restrictions on Sale of Shares. Shares issued
    pursuant to the exercise of an Incentive Option may not be sold
    by the Employee until the expiration of 12 months after
    exercise and 24 months from the Date of Grant. Shares that
    do not satisfy these restrictions shall be treated as a grant of
    Nonqualified Options.
	 
	 	     
    (d) Special Rules for Incentive Options Granted to 10%
    Shareholder.







		
	 	     
    (1) Exercise Price. If any Employee to whom an
    Incentive Option is granted is a 10% Shareholder, the Exercise
    Price of the Incentive Option must be at least 110% of the Fair
    Market Value of the Corporation’s Common Stock.
	 
	 	     
    (2) Term of Option. If any Employee to whom an
    Incentive Option is granted is a 10% Shareholder, then the
    Option term shall not exceed five years measured from the date
    the Incentive Option is granted.
	 
	 	     
    (3) Definition of 10% Shareholder. For purposes of
    the Plan, an Employee is deemed to be a 10% Shareholder if he
    owns more than 10% of the Corporation or any Parent or
    Subsidiary.






		
	 	     
    (e) Special Rules for Exercise of Incentive Options
    Following Termination of Employment Due to Disability or
    Retirement.






		
	 	     
    (1) Retirement. In order to preserve tax treatment
    as an Incentive Option, vested and outstanding Incentive Options
    must be exercised by an Optionee no later than the earlier of:
    (i) three (3) months following the date the Optionee
    terminates employment by reason of Retirement, or (ii) the
    expiration date of the Incentive Option.
	 
	 	     
    (2) Disability. In order to preserve tax treatment
    as an Incentive Option, vested and outstanding Incentive Options
    must be exercised by an Optionee who becomes Disabled no later
    than the earlier of (i) twelve (12) months following
    the date of Disability, or (ii) the expiration date of the
    Incentive Option.




ARTICLE 7




Terms, Conditions and Exercise of Options



     
7.1     Option Agreements. The
terms of any Option shall be as set forth in a written stock
option agreement (an “Option Agreement”) in
such form as the Committee shall from time to time determine.
Each Option Agreement shall comply with and be subject to the
terms and conditions of the Plan and such other terms and
conditions as the Committee may deem appropriate. In the event
that any provision of an Option granted under the Plan shall
conflict with any term in the Plan as constituted on the Date of
Grant of such Option, the term in the Plan constituted on the
Date of Grant of such Option shall control. No Person shall have
any rights under any Option granted under the Plan unless and
until the Corporation and the Optionee have executed an Option
Agreement setting forth the grant and the terms and conditions
of the Option.



     
7.2     Conditions for Exercise and
Term of Options. Subject to the provisions of
Section 7.7 hereof, no portion of an Option granted under
the Plan may be exercised until the Optionee has completed one
(1) year of service with the Corporation after the date of
grant of such Option. Provided that an Optionee has completed
one (1) year of service with the Corporation after the Date
of Grant of an Option, each Option granted under this Plan shall
become exercisable (i.e., it shall “vest”) as
follows:






		
	 	     
    (a) Vesting. Each Option granted under this Plan
    shall become vested and exercisable (i) on the first (1st)
    anniversary of the Date of Grant of such Option to the extent of
    twenty-five percent (25%) of the shares made subject to such
    Option; and (ii) on each of the second (2nd) through fourth
    (4th) anniversaries of the Date of Grant of such Option, to the
    extent of an additional twenty-five percent (25%) of the shares
    made subject to such Option.



5







 






		
	 	     
    (b) Option Term. No Option shall have a term in
    excess of ten years measured from the date that the Option is
    granted.



     
7.3     Exercise Price and
Procedures.






		
	 	     
    (a) Exercise Price. The Exercise Price means the
    price per share at which an Optionee may exercise his or her
    Option to acquire all or a portion of the shares of Common Stock
    that are the subject of such Option, as determined by the
    Committee on the Date of Grant. Notwithstanding the foregoing,
    in no event shall the Exercise Price of any Common Stock made
    the subject of an Option be less than the Fair Market Value of
    such Common Stock, determined as of the Date of Grant.
	 
	 	     
    (b) Exercise Procedures. Each Option granted under
    the Plan shall be exercised by providing written notice to the
    Committee, together with payment of the Exercise Price, which
    notice and payment must be received by the Committee on or
    before the earlier of (i) the date such Option expires
    pursuant to Section 7.2 hereof, and (ii) the last date
    on which such Option may be exercised as provided in
    Sections 7.4 through 7.7 hereof, as applicable.
	 
	 	     
    (c) Payment of Exercise Price. The Exercise Price
    times the number of the shares to be purchased upon exercise of
    an Option granted under the Plan shall be paid in full at the
    time of exercise: (i) in cash or by certified check, in
    United States dollars; (ii) in the discretion of the
    Committee, by the delivery of shares of Common Stock with a Fair
    Market Value at the time of exercise equal to the Exercise Price
    times the number of shares subject to the Option being
    purchased; or (iii) in the discretion of the Committee, by
    delivery to the Corporation or its designated agent of an
    executed irrevocable exercise form together with irrevocable
    instructions to a broker/ dealer to sell (or margin) a
    sufficient number of the shares and deliver the sale (or margin
    loan) proceeds directly to the Corporation to pay the aggregate
    Exercise Price; or (iv) in the discretion of the Committee,
    a combination of the methods described in
    (i), (ii) and (iii).



     
7.4     Effect of Termination of
Service. Subject to Section 6.3 with respect to
Incentive Options and subject to Section 7.7, the following
provisions shall govern the exercise of any Options granted to
an Optionee that are vested and outstanding at the time
Optionee’s Service ceases:






		
	 	     
    (a) Termination of Employment for Reasons Other than
    Death, Disability, Retirement or a Termination for Cause.
    Should Optionee’s Service cease for any reason other than
    death, Disability or a Termination for Cause (as determined by
    the Committee), then each Option shall remain exercisable until
    the close of business on the earlier of (i) thirty
    (30) days following the date Optionee’s Service ceased
    or (ii) the expiration date of the Option.
	 
	 	     
    (b) Termination of Employment Due to Death, Disability
    or Retirement. Should Optionee’s Service cease due to
    death, Disability or Retirement, then each Option shall remain
    exercisable until the close of business on the earlier of
    (i) the eighteen (18) month anniversary of the date
    Optionee’s Service ceased, or (ii) the expiration date
    of the Option.
	 
	 	     
    (c) Termination for Cause. Should Optionee’s
    Service be terminated for Cause, each outstanding Option granted
    to Optionee shall terminate immediately.



     
7.5     Prohibition Against Exercise
of Out-of-the-Money
Options. The exercise of any Option shall not be permitted
if the Fair Market Value of the Common Stock that would be
acquired upon such exercise, determined as of the date of
exercise, is less than the Exercise Price of such Option.



     
7.6     Limited Transferability of
Options. An Option shall be exercisable only by Optionee
during his or her lifetime and shall not be assignable or
transferable other than by will or by the laws of inheritance
following Optionee’s death.



     
7.7     Acceleration of Exercise
Time. Notwithstanding anything to the contrary in the Plan,
the Committee, in its discretion, may allow the exercise in
whole or in part, at any time after the Date of Grant of any
Option held by an Optionee, which Option has not previously
become exercisable. In the event of a Change in Control of the
Corporation, the Committee, in its discretion may provide that
Options shall become



6







 




100% vested and exercisable on the date of the Change in
Control. Notwithstanding the preceding sentences, Options
granted to Reporting Persons shall not become exercisable prior
to the six (6) month anniversary of the Date of Grant.




ARTICLE 8




Miscellaneous Matters



     
8.1     Tax Withholding. The
Corporation shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment in cash
in United States dollars from an Optionee or beneficiary in lieu
of withholding) the amount of any withholding or other tax
required by law to be withheld or paid by the Corporation with
respect to any amount payable and/or shares of Common Stock
issuable under such Optionee’s Option, and the Corporation
may defer payment or issuance of the shares of Common Stock upon
such Optionee’s exercise of an Option unless indemnified to
its satisfaction against any liability for such tax. The amount
of any such withholding shall be equal to the minimum statutory
amount required to be withheld (but in no event any more than
the minimum statutory amount required to be withheld) as
determined by the Corporation.



     
8.2     Amendment or Termination.
The Board shall have complete and exclusive power and
authority to amend or terminate the Plan or any grant of Options
made hereunder. However, no such amendment or termination of the
Plan shall adversely affect the rights and obligations with
respect to Options at the time outstanding under the Plan unless
Optionee consents to such amendment or termination. In addition,
certain amendments may require approval of the
Corporation’s stockholders.



     
8.3     Regulatory Approvals.
The implementation of the Plan, the granting of any Options
under the Plan, and the issuance of any shares of Common Stock
upon the exercise of any Option, shall be subject to the
Corporation’s procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the
Plan, the Options granted, and the shares of Common Stock issued
pursuant to it.



     
8.4     No Employment or Service
Rights. Nothing in the Plan shall confer upon Optionee any
right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of
the Corporation (or any Parent or Subsidiary employing or
retaining such person) or of Optionee which rights are hereby
expressly reserved by each, to terminate such person’s
Service at any time for any reason, with or without cause,
unless the relationship is subject to an employment agreement.



     
8.5     No Restraint. Neither
the grant of Options nor the issuance of Common Stock under the
Plan shall affect the right of the Corporation to undertake any
corporate action.



     
8.6     Use of Proceeds. Any
cash proceeds received by the Corporation from the sale of
shares of Common Stock pursuant to the Plan shall be used for
any corporate purpose.



     
8.7     Severability. Whenever
possible, each provision in the Plan and every Option at any
time granted under the Plan shall be interpreted in such a
manner as to be effective and valid under applicable law, but if
any provision of the Plan or any Option at any time granted
under the Plan shall be held to be prohibited or invalid under
applicable law, then, (i) such provision shall be deemed
amended to accomplish the objectives of the provision as
originally written to the fullest extent permitted by law, and
(ii) all other provisions of the Plan and every other
Option at any time granted under the Plan shall remain in full
force and effect.



     
8.8     Compliance with
Section 16(b) of the Securities Exchange Act. With
respect to Reporting Persons, transactions under this Plan are
intended to comply with all applicable conditions of
Rule 16b-3 or its
successors under the Exchange Act and in all events the Plan
shall be construed in accordance with
Rule 16b-3. To the
extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed null and void to the
extent permitted by law and deemed advisable by the Committee.
The Committee, in its absolute discretion, may bifurcate the
Plan so as to restrict, limit or condition the use of any
provision of the Plan to participants who are officers or
directors of the Corporation, subject to Section 16 of the
Exchange Act without so restricting, limiting or conditioning
the Plan with respect to other participants.



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8.9 Compliance with Code Section 162(m). This Plan
is intended to comply with all applicable provisions of
Section 162(m) of the Code. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall
be deemed null and void to the extent permitted by law and
deemed advisable by the Committee.



     
8.10 Strict Construction. No rule of strict construction
shall be implied against the Committee, the Corporation, Parent
or Subsidiary or any other Person in the interpretation of any
of the terms of the Plan, any Option granted under the Plan or
any rule or procedure established by the Committee.



     
8.11 Choice of Law. All determinations made and actions
taken pursuant to the Plan shall be governed by the internal
laws of the State of Michigan and construed in accordance
therewith.



     
To record the adoption of the Plan, the Corporation has caused
the execution hereof as of
this                     day
of                     ,
2006.



		
	 	
    COVANSYS CORPORATION,
	 	
    a Michigan corporation






			
	 	By: 	
     



		
	 	
     

	 
	 	
    Its:
	 	
     




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