EXHIBIT 10.13
Mr. Charles S. Jones
127 Broad Brook Road
Bedford Hills, NY 10507-2235
USA
Dear Charles:
This letter will confirm the terms of your continuing employment as an officer
of Geac Computer Corporation Limited ("Geac") in the capacity of Chairman. This
letter is effective as at December 4, 2001.
The Board recognizes the extraordinary efforts you have expended on behalf of
Geac as Chairman for nominal consideration. It is the desire of the Board that
you continue these efforts. In that vein, you shall continue to serve Geac
faithfully to the best of your ability and shall, subject to your continued
obligations as a member of the Board of Directors and Committees of the Board of
First Funding Corporation (and Chairman) and certain other corporations that you
have disclosed to Geac, and acting as an investor individually and in
partnerships, throughout the term of your employment devote your reasonable and
necessary working time and attention to the business and affairs of Geac and
shall use your best efforts to maintain and advance that business while
continuing to supervise the President and Chief Executive Officer as the Board's
representative between meetings of the Board.
REPORTING RELATIONSHIP
As Chairman, you will report to the Board of Directors. You acknowledge that
your powers as Chairman are those delegated to you from time to time by the
Board of Directors in accordance with Geac's By-Laws and that the By-Laws
provide that each officer shall hold office during the pleasure of the Board. It
is understood and agreed that you will provide corporate information to the
Board of Directors and the Chair of any Committee of the Board as requested or
as required on a reasonably timely basis.
TERM
Your employment is for an indefinite term, subject to the termination provisions
as outlined in this letter.
You agree that Geac may require you at any time during your employment to
perform your duties from various locations; but you shall not be required to
move your residence.
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DETAILS OF YOUR REMUNERATION
(i) BASE SALARY
Your base salary will be U.S.$250,000 per annum effective December 4,
2001, subject to annual review. This will be paid in semi-monthly
instalments subject to all proper withholding taxes and any deductions
attributable to your required or elective contributions to the benefits
provided by Geac, including the benefits referred to in Section 3 of
this letter.
(ii) BONUS
You shall also be entitled to a bonus determined at the discretion of
the Board based upon Geac's financial performance.
(iii) STOCK OPTIONS
You are hereby granted options (the "Options") to acquire 600,000 Geac
common shares (the "Shares") with an exercise price per Share equal to
the arithmetic average of the high and low board lot prices of the
Shares on the Toronto Stock Exchange on the five trading days
immediately preceding December 4, 2001, namely Cdn.$6.37. These Options
are granted subject to, and shall be governed by, the terms and
provisions of Geac's Stock Option Plan VI. The Options shall vest on
December 4, 2002. The "Option Period" as defined in the Plan for the
Options shall be ten years commencing December 4, 2001. For the
avoidance of doubt, the stock appreciation rights for 200,000 units at
an exercise price of Cdn.$4.20 discussed with you prior to the date
hereof shall not be granted to you and do not form part of this
agreement. In addition, the Board recognizes with gratitude your
willingness to accept 600,000 options instead of the 1,000,000
originally discussed in order to provide room under the Plan for
options to be granted to others.
(iv) GROUP BENEFITS
You will be entitled to receive and participate in all of Geac's
standard employee benefit plans, and to receive additional disability
coverage at the discretion of the Board of Directors, subject to your
qualification for such coverage. To the extent the value of all or any
of these group benefits are included in your income for income tax
purposes, your base salary shall be grossed up in order to compensate
you for income tax payable in respect of such group benefits up to a
maximum of US$50,000 per calendar year.
(v) ADDITIONAL BENEFITS
Geac shall pay your reasonable annual dues in a golf club.
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(vi) AUTOMOBILE
During the period of your employment an automobile shall be made
available to you by Geac pursuant to a three-year closed end lease
under which the monthly payments, payable by Geac, shall not exceed
U.S.$800 plus taxes. Geac shall also pay all operating costs plus
insurance for the automobile. Until such leased automobile is provided
to you, Geac shall pay you U.S.$800 per month as a car allowance
retroactive to December 4, 2001.
(vii) VACATION
During each year of your employment you will be entitled to 5 weeks
paid vacation to be taken at mutually agreeable times.
(viii) TAXES
Provided that you do not become a resident of Canada for purposes of
the Income Tax Act (Canada), Geac shall also pay to you such amounts as
will cause the net tax cost to you of your Base Salary, Bonuses and
Benefits to be no greater than the tax you would have paid as a
resident of the state of New York, taking into account for this purpose
any tax on amounts payable to you under this paragraph up to a maximum
of U.S.$100,000 per calendar year.
For greater certainty, you acknowledge that during the term of this letter
agreement you will not be entitled to receive any additional retainers or
meeting fees as Chairman or Director of Geac.
VOLUNTARY RESIGNATION
You agree that you will not voluntarily resign without providing Geac with at
least 30 days written notice of your intention to resign. Upon the effective
date of your resignation, Geac shall pay you all unpaid salary, including a
credit for any vacation earned but not taken.
TERMINATION FOR JUST CAUSE
Geac shall have the right to terminate your employment at any time for just
cause. In the event your employment is terminated for just cause you will
receive on the date of termination a payment equal to all unpaid salary,
including credit for any vacation earned but not taken, and a reimbursement of
all legitimate expenses incurred up to the date of termination. You will not be
paid any bonus payment if you are terminated for just cause.
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TERMINATION WITHOUT JUST CAUSE
Geac shall have the right to terminate your employment at any time without just
cause. In the event you are terminated without just cause, you shall be entitled
to receive all unpaid salary to the date of termination, and termination or
severance pay which shall be calculated as follows (the "Termination Payment"):
during the first six months, one month severance for each complete month worked;
after six months, one year's severance, payment for any vacation earned but not
taken prior to the date of notice of termination, and maintenance of any
benefits in accordance with the Employment Standards Act 2000. You will also be
reimbursed for all reasonable expenses incurred up to the date of termination.
All unvested Options and SARs previously granted shall become fully vested and
remain exercisable for 30 days following receipt by you of notice of
termination. All payments and amounts will be subject to statutory and other
required deductions.
It is agreed that the payments and benefits described in this paragraph are in
full and final satisfaction of any claims associated with the termination of
your employment under the Employment Standards Act 2000, any other relevant
statute or at common law.
CHANGE IN CONTROL AND CHANGE AFFECTING YOUR EMPLOYMENT
1. In the event of a Change in Control and a Change Affecting Your
Employment within 12 months of a Change in Control, you may elect to
resign from Geac within 120 days of the Change in Control and Change
Affecting Your Employment. In the event of your resignation, you will
be provided with the following:
(a) On the effective date of your resignation, Geac will pay you the
Termination Payment, calculated as though such effective date was the
effective date of the termination of your employment by Geac for a
reason other than cause; and
2. In such event, you will also be paid, credited or reimbursed, as the
case may be, for all unpaid salary (including credit for any vacation
earned but not taken), all unpaid bonuses, all accrued bonuses (such
bonuses to be determined on a proportionate basis having regards to the
proportion of the fiscal year which has elapsed), expenses, benefits
and other amounts payable to you or earned by you up to the date of
resignation. Also, in such event, all unvested Options and SARs
previously granted shall become fully vested and remain exercisable for
30 days following your resignation as aforesaid.
3. In no case will you be entitled to both a payment for termination for
any reason other than cause and for a termination in the event of a
Change in Control and Change Affecting Your Employment.
For the purposes of this Letter Agreement, "Change in Control" and "Change
Affecting Your Employment" are defined as set out in Schedule "C".
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PROPERTY OF GEAC
All equipment, material, written correspondence, memoranda, communication,
reports, or other documents pertaining to the business of Geac used or produced
by you in connection with your assignment, or in your possession or under your
control, shall at all times remain the property of Geac. You shall return all
property of Geac in your possession or under your control in good condition
within one week of a request by Geac, or within one week of being provided with
notice of the termination of your employment.
NON-DISCLOSURE AND OTHER CONDITIONS
You agree to be bound by the terms of the General Confidentiality Agreement
attached hereto as Schedule "A".
During the term of this agreement and for a period of one year following the
termination of employment, for any reason, you will not directly or indirectly,
unless specifically requested in writing in advance by the Company's Board of
Directors (and will not at any time assist or encourage others to):
- - intentionally act in any manner that is detrimental to the relations
between Geac, its customers, employees, subsidiaries or affiliates;
- - other than for the purposes of the business of Geac or an affiliated
company, solicit any of the officers, employees, customers or business of
Geac or be connected with any person or firm or corporation, other than
First Funding Corporation (and Chairman) and certain other corporations
that you have disclosed to Geac, and acting as an investor individually and
in partnerships soliciting or servicing any of the same;
- - effect or seek, offer or propose (whether publicly or otherwise) to effect,
or cause or participate in or in any way assist any other person to effect
or seek, offer or propose (whether publicly or otherwise) to effect or
participate in:
(a) any acquisition of any securities (or beneficial ownership
thereof) or assets of the Company or any of its subsidiaries;
(b) any take-over bid, tender or exchange offer, merger or other
business combination involving the Company or any of its
subsidiaries;
(c) any recapitalization, restructuring, liquidation, dissolution
or other extraordinary transaction with the Company or any of
its subsidiaries; or
(d) any solicitation of proxies or consents to vote any voting
securities of the Company;
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- - enter into any discussions, negotiations, arrangements or
understandings with any person with respect to any other matter
described in the foregoing paragraphs; or
- - take any action inconsistent with any of the foregoing subparagraphs.
RESIGNATION AS OFFICER AND DIRECTOR
You covenant and agree that, upon any notice of your resignation from Geac or
termination of your employment being given, you shall forthwith tender your
resignation from all offices and directorships then held by you at any of Geac's
subsidiaries and affiliates, such resignation to be effective upon the effective
date of your resignation or termination of your employment, or at such other
date as may be mutually agreed to by you and Geac, and you shall not be entitled
to receive any severance payment or compensation for loss of office or otherwise
by reason of the resignation, other than what has been provided elsewhere in
this Agreement. If you fail to resign as set out above, you will be deemed to
have resigned from all Geac offices and subsidiary directorships and Geac is
hereby authorized by you to appoint any person in your name and on your behalf
to sign any documents or do any things necessary or required to give effect to
such resignation. For the avoidance of doubt, you should not be required to
resign as a Director of Geac Computer Corporation Limited unless terminated for
cause.
Attached hereto as Schedule "B" is the form of resignation letter which you
agree to sign at the date of execution of this Agreement, which will be held in
escrow by Geac until you provide any notice of your resignation from Geac or
Geac terminates your employment for any reason.
CHOICE OF LAW
This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the Province of Ontario, Canada.
SUBMISSION TO ARBITRATION
It is hereby agreed that any dispute or controversy in connection with this
Agreement, including its interpretation, will be conclusively settled by
submission to arbitration (the "Arbitration") in accordance with the rules of
arbitration of the Arbitration Act (Ontario) as amended from time to time. The
Arbitration will be conducted before a single arbitrator mutually agreeable to
the parties (the "Arbitrator"). Each party will be responsible for their own
legal costs incurred at the Arbitration. The cost of the Arbitrator will be
shared subject to Geac's agreement to reimburse you for your share of the
Arbitrator's costs in the event you are largely successful at the Arbitration.
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NOTICES
Any notice required or permitted hereunder shall be deemed to be delivered on
the date of actual delivery, if delivered personally, or on the date four days
after mailing, if delivered by registered mail. In the case of postal
disruption, delivery shall be made by way of personal delivery.
ENTIRE AGREEMENT
This Agreement, together with Schedule "A" and Schedule "B" hereto, contains the
entire agreement between us with respect to the subject matter hereof. Any and
all other oral or written representations, agreements, arrangements or
understandings between us are hereby terminated.
We trust that the above will be acceptable to you and we ask that you indicate
your acceptance of this offer by signing the enclosed copy of this letter and
returning it to my attention.
Charles, we continue to look forward to your continued participation in the
growth of the Company.
Sincerely,
Geac Computer Corporation Limited
"Thomas I.A. Allen"
By: Thomas I.A. Allen, Q.C.
ACCEPTED:
"Charles Jones" 25 Feb 2002
- ------------------------------------ ---------------------------
Charles Snowden Jones Date
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SCHEDULE "A"
AGREEMENT RESPECTING CONFIDENTIALITY, EXCLUSIVITY AND NON-SOLICITATION
1. CONFIDENTIAL INFORMATION
"Confidential Information" means information disclosed to me or acquired by me
as a result of my employment with Geac and includes but is not limited to
information relating to Geac's products or developments of new or improved
products, marketing strategy, sales or business plans, the names and information
about Geac's past, present and prospective customers (to whom Geac has made a
proposal to during the course of my employment) and clients, trade secrets and
any other information which is not in the public domain and which information
can be reasonably deemed as confidential information whether or not such
information is explicitly identified as being confidential.
2. USE AND DISCLOSURE
While employed by Geac and following the termination of my employment, I shall
not, directly or indirectly, in any way use or disclose to any person any
Confidential Information. I agree and acknowledge that Confidential Information
of Geac is the exclusive property of Geac and I shall hold all such Confidential
Information in trust for Geac. I confirm and acknowledge my fiduciary duty to
use my best efforts to protect Confidential Information; not to misuse such
information; and to protect such Confidential Information from any misuse,
misappropriation, harm, or interference by others in any manner whatsoever.
3. GEAC PROPERTY
All equipment, material, written correspondence, memoranda, communication,
reports, or other documents pertaining to the business of Geac used or produced
by you in connection with your assignment, or in your possession or under your
control, shall at all times remain the property of Geac. You shall return all
property of Geac in your possession or under your control in good condition
within one week of a request by Geac, or within one week of the termination of
your employment.
4. EXCLUSIVITY AND DEDICATION
During the period of my employment with Geac and subject to my continued
obligations as a member of the Board of Directors and Committees of the Boards
of First Funding Corporation and certain other corporations that you have
disclosed to Geac, and acting as an investor individually and in partnerships:
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(a) I shall devote such working time necessary to satisfactorily
execute such duties as may be assigned to me by Geac. During
such time I shall faithfully and diligently serve and
endeavour to further the interests of Geac. Acting in good
faith, I advise the Board of Geac that my duties to these
aforementioned entities are not so onerous that they would
individually or collectively reasonably be expected to impede
my ability to continue to perform my role as Chairman of Geac
as I have in the past year ;
(b) I agree that I shall not engage in or become connected with:
(i) any other business during my regular business hours
at Geac except as specified elsewhere in this
agreement; or
(ii) any business which is in competition with Geac at
any time.
5. CONFLICTS
Subject to my continued obligations as a member of the Board of Directors and
Committees of the Boards of First Funding Corporation and certain other
corporations that you have disclosed to Geac and acting as an investor
individually and in partnerships, my employment with Geac does not now and shall
not in the future conflict with any obligations or interests that I have with
any other person, business, organization or former employer. I agree to notify
Geac in writing immediately upon having any knowledge to the contrary of any
conflict or potential conflict.
6. NON-SOLICITATION OF CUSTOMERS
I agree that during the term of this Agreement and for a period of 1 year
immediately following the termination of my employment with Geac, I shall not,
on my own behalf or on behalf of any person, firm, partnership, association,
corporation or business organization, entity or enterprise, directly or
indirectly, solicit, contact, call upon, communicate or attempt to communicate
with any customer or prospective customer of Geac or any representative of any
customer or prospective customer of Geac, with a view to the sale or provision
of any deliverable or service competitive or potentially competitive with any
deliverable or service sold or provided or under development by Geac during the
1 year immediately preceding the effective date of the termination of my
employment.
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7. NON-SOLICITATION OF EMPLOYEES
I agree that while I am employed by Geac, and for a period of 1 year following
the termination of my employment with Geac, I shall not directly or indirectly,
solicit, induce or attempt to induce any Geac employee into leaving the
Company's employment, nor shall I directly or indirectly participate in any
organization's recruitment or hiring of Geac employees.
8. TERM
This Agreement shall become effective when signed and shall terminate upon the
termination of my employment with Geac, except that paragraphs 1, 2, 3, 6 and 7
shall survive such termination.
9. SEVERABILITY
I acknowledge that each paragraph of this Agreement is separate from each other
paragraph of this Agreement and if any one paragraph is found to be invalid, it
shall not invalidate the remainder of this Agreement.
10. JURISDICTION
This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the Province of Ontario, Canada.
11. INDEPENDENT LEGAL ADVICE
I acknowledge I have read and understood this Agreement and have had the
opportunity to obtain independent legal advice prior to the execution of this
Agreement. In the event that I did not obtain such advice, I shall not use the
absence of such advice in an attempt to obviate, alter, sever or otherwise
terminate this Agreement or any part thereof.
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12. ENTIRE AGREEMENT
This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with Geac. Any amendments to this Agreement
must be made in writing and signed by both Geac and me.
This Agreement is effective as at December 4, 2001.
"Charles Jones" "Barbara J. Randi"
- ----------------------------------- --------------------------------
Charles Snowden Jones Witness
Charles Snowden Jones Barbara J. Randi
- ----------------------------------- --------------------------------
(Print) (Print)
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SCHEDULE "B"
Geac Computer Corporation Limited
Dear Sirs:
Re: Resignation from All Offices and Directorships
Resignation Letter as Chairman of Geac Computer Corporation Ltd. and
Officer/Director of any subsidiary.
I hereby tender my resignation to take effect immediately upon the effective
date of my resignation from or termination of my employment with Geac Computer
Corporation Limited as Chairman of the Board of Geac Computer Corporation
Limited. With effect on such date I hereby resign from all offices and
directorships at any subsidiaries or affiliates of Geac Computer Corporation
Limited. For the avoidance of doubt, this resignation does not include my
resignation as a Director of Geac Computer Corporation Limited.
Yours very truly,
Charles Snowden Jones
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SCHEDULE "C"
"Change in Control" means the occurrence of one or more of the following events:
1. The sale, lease or transfer, in one or a series of related
transactions, of all or substantially all of Geac's assets considered
on a consolidated basis to any person or company or combination of
persons or companies;
2. The adoption of a plan relating to the liquidation or dissolution of
Geac;
3. The acquisition by any person or company or combination of persons or
companies acting jointly or in concert of a direct or indirect interest
in more than 50 percent of the ownership of Geac or the voting power of
the voting shares of Geac by way of a purchase, merger or consolidation
or otherwise (other than a creation of a holding company that does not
involve a change in the beneficial ownership of Geac as a result of
such transaction);
4. The amalgamation, merger or consolidation of Geac with or into another
corporation or the amalgamation or merger of another corporation into
Geac with the effect that immediately after such transaction the
shareholders of Geac immediately prior to such transaction hold less
than 50 percent of the total voting power of all securities generally
entitled to vote in the election of directors, managers or trustees of
the person surviving such amalgamation, merger or consolidation; or
5. During any period of two consecutive years, individuals who at the
beginning of such period constitute the entire Board of Directors of
Geac shall cease for any reason to constitute a majority thereof unless
the election, or the nomination for election by Geac's stockholders, of
each new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of
such period or who, themselves, were approved during such period by the
requisite two-thirds vote specified above.
"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by you during the 90 day period immediately following the
date on which you become aware of such circumstances:
1. Any change to your employment conditions with Geac which would
significantly reduce the nature or status of your responsibilities;
2. A reduction by Geac in your annual compensation as of the date of the
Change in Control;
3. The failure by Geac to continue in effect for your benefit any
perquisites or
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participation in any employee benefit plan to which other employees of
Geac are entitled, to the same extent to which any other employees
enjoy such benefits;
4. Any other change which would constitute "constructive dismissal" under
applicable law; or
5. Any change in the location of the principal office of Geac which
causes you to substantially increase your travel time or relocate.