Exhibit 10.2
February 21, 2001
Satish K. Sanan
163 Woodcreek Drive
Safety Harbor, Florida 34695
IMRglobal Corp.
100 South Missouri Avenue
Clearwater, FL 33756
Attn: Vincent Addonisio
Dear Mr. Sanan and Mr. Addonisio:
Reference is hereby made to the executive employment agreement by and between
Mr. Sanan and Information Management Resources, Inc. (the predecessor
corporation to IMRglobal Corp. ("IMRglobal"), dated October 31, 1996, as amended
January 1, 1999 (the "Prior Employment Agreement"); all capitalized terms used
in this letter agreement and not otherwise defined herein shall have the
meanings ascribed to them in the Prior Employment Agreement. As an inducement
and condition to their entering into the Agreement and Plan of Merger by and
among IMRglobal, CGI Group Inc. and CGI Florida Corporation, entered into as of
the date hereof (the "Merger Agreement"), CGI Group Inc. and CGI Florida
Corporation have required that Mr. Sanan simultaneously enter into (i) the
executive employment agreement with IMRglobal and CGI Group Inc. (the "New
Employment Agreement") which shall become effective, and supersede and replace
the Prior Employment Agreement, at the Effective Time (as defined in the Merger
Agreement) and (ii) this letter agreement. The purpose of this letter agreement
is to set forth our understanding with respect to certain terms and conditions
of Mr. Sanan's employment with IMRglobal pursuant to the Prior Employment
Agreement during the period commencing on the date hereof and ending on the
earlier to occur of (i) the termination of the Merger Agreement without the
transactions contemplated therein having been consummated and (ii) the Effective
Time ("Applicable Period").
During the Applicable Period, the Prior Employment Agreement shall remain in
full force and effect, subject to the terms of this letter agreement as follows:
1. No Triggering Event shall, or shall be deemed to, occur during the
Applicable Period.
2. In the event of the termination of Mr. Sanan's employment with
IMRglobal for any reason at any time during the Applicable Period,
such termination will be deemed to have been a Voluntary Termination
and Mr. Sanan will not have earned, or be entitled to receive, (a)
any payments in respect of Base Salary or car allowance for periods
after the date of such termination, (b) the Severance Amount, (c)
the continuation of insurance benefits, or the economic equivalent
thereof, or (d) any other payments and/or benefits that he otherwise
would have earned and become entitled to receive upon a termination
of employment pursuant to the terms of the Prior Employment
Agreement. CGI Group Inc. hereby agrees that if Mr. Sanan's
employment is terminated for any reason (other than by reason of his
death, Permanent Disability or a
Termination for Cause) during the Applicable Period, the New
Employment Agreement shall become effective and be of full force and
effect at the Effective Time.
3. IMRglobal shall not terminate the employment of Mr. Sanan by reason
of a Termination Without Cause. If IMRglobal violates this provision
and the Merger Agreement is terminated, then IMRglobal expressly
agrees that Mr. Sanan shall be entitled to all amounts payable and
benefits to be provided under the Prior Employment Agreement upon
the occurrence of a Triggering Event as promptly as practicable
after termination of the Merger Agreement.
4. As of the date hereof, Mr. Sanan has drawn down an aggregate amount
of U.S.$5,000,000 (the "Loan") pursuant to the unsecured line of
credit provided by IMRglobal pursuant to the Prior Employment
Agreement. During the Applicable Period, no further drawdowns shall
be made under this line of credit. Immediately prior to the
Effective Time, IMRglobal shall either, as determined by CGI Group
Inc. in its sole discretion (i) forgive the repayment of the Loan
(including any interest accrued thereon) or (ii) provide Mr. Sanan
with a cash bonus equal to the outstanding balance of the Loan
(including any interest accrued thereon) and such cash bonus shall
be immediately applied by Mr. Sanan to repay in full the balance of
the Loan (including any interest accrued thereon).
5. As of the date hereof, Mr. Sanan has drawn down an aggregate amount
of U.S.$286,832 (the "Overpayment") in excess of the amount of the
Financial Performance Bonus to which he is entitled in respect of
IMRglobal's 2000 fiscal year pursuant to the terms of the Prior
Employment Agreement. The Overpayment shall be credited against the
amount of the estimated Financial Performance Bonus to which Mr.
Sanan may become entitled to draw down in respect of any quarter in
IMRglobal's 2001 fiscal year (the "Quarterly Bonuses"). Mr. Sanan
shall only be required to repay the Overpayment to the extent that
it exceeds the aggregate amount of the Quarterly Bonuses. During
the Applicable Period Mr. Sanan may continue to draw additional
amounts in respect of any Quarterly Bonuses earned in excess of the
Overpayment in accordance with the terms of the Prior Employment
Agreement, provided that any such draws will be reconciled quarterly
at the time of payment and will be fully reconciled as of the
Effective Time.
6. The premiums for the insurance policies for which Mr. Sanan is the
named insured and IMRglobal is paying the premiums (or reimbursing
Mr. Sanan for the payment of premiums therefor) all as identified in
Exhibit A hereto, shall be paid only at such times and in such
amounts as are required by the terms of such policies.
7. Neither the Prior Employment Agreement, the New Employment
Agreement, nor any of the terms or conditions thereof, shall be
amended, terminated, superseded or modified in any way by any
written or oral agreement or understanding during the Applicable
Period.
This letter agreement shall terminate upon the expiration of the Applicable
Period. No amendment or waiver under this letter agreement shall be effected
without the written consent of CGI Group Inc.
Please sign below as an indication of your concurrence with the above.
Yours very truly,
CGI GROUP INC.
By: /S/ Serge Godin
----------------------------------
Name: Serge Godin
Title: Chairman, president and
chief executive officer
The above-noted is hereby agreed to: The above-noted is hereby agreed to:
IMRGLOBAL CORP.
/s/ Satish K. Sanan By: /s/ Vincent Addonisio
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Satish K. Sanan Name: Vincent Addonisio
Title: Chief Administrative Officer
Date: FEBRUARY 21, 2001 Date: FEBRUARY 21, 2001
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EXHIBIT A
ANNUAL PREMIUMS ANNUAL PREMIUMS
PAID BY PAID BY
POLICY FACE AMOUNT IMRGLOBAL CORP. MR. SANAN
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Security Life $ 500,000 $ 2,300 --
Security Life $ 1,000,000 $ 4,500 --
Prudential $ 3,000,000 $ 23,856 --
Prudential $ 5,000,000 $ 66,132 --
Minnesota Life $ 725,000 $ 9,232 --
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Nationwide $15,071,000 $ 63,901
Mass Mutual $15,000,000 $ 43,550
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$ 106,020 $107,451