Exhibit 10.17
GEAC
Geac Computer Corporation Limited
4100 Yonge Street, Suite 601
Toronto, Ontario
M2P 2G2
Tel: (416) 642-1960
Fax: (416) 642-1961
April 27, 2001
Arthur Gitajn
69 Woodycrest Avenue
Toronto, Ontario
M4J 3A8
Dear Arthur:
This confirms your appointment to the position of Vice President, Controller,
Geac Computer Corporation Limited, effective May 22, 2001. Set out below are the
terms of your employment.
You shall serve Geac faithfully to the best of your ability and shall,
throughout the term of your employment devote your full working time and
attention to the business and affairs of Geac and shall use your best efforts to
maintain and advance that business.
DETAILS OF YOUR REMUNERATION
COMPENSATION:
1. BASE SALARY: Your annual base salary will be $225,000, which will be
paid semi-monthly by direct bank deposit. Your
performance will be reviewed annually in accordance
with Geac's company wide Annual Review Policy.
2. INCENTIVE: You will be eligible for a target annual bonus of 35%
of base salary based on performance.
3. CAR ALLOWANCE: $640.00 per month
BENEFITS:
1. VACATION: You will be entitled to four (4) weeks vacation each
fiscal year. Your vacation is to be taken in accordance
with Geac's Vacation Policy.
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2. OTHER BENEFITS: You will continue to be eligible to enrol in all of
Geac's standard employee benefit plans.
STOCK OPTIONS
You will be eligible for stock option awards in accordance with Geac's Stock
Option Plan. The amount and timing of such awards will be based upon your
performance and expected contribution, subject to the approval of the Board of
Directors.
PROPERTY OF GEAC
All equipment, material, written correspondence, memoranda, communication,
reports, or other document pertaining to the business of Geac used or produced
by you in connection with your employment, 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 and
within one week of a demand by Geac, or within one week of the termination of
your employment.
NON-DISCLOSURE
You shall not, at any time after the date of this Agreement, divulge or
communicate to any person any confidential information concerning the business
and affairs of Geac acquired in the course of your employment, except if
required to do so by your duties, Geac, or the process of law. Your obligation
not to disclose confidential information shall survive the termination of your
employment.
TERMINATION
If you are guilty of any conduct constituting just cause for dismissal, Geac may
terminate your employment by providing you with written notice of termination
and your employment and your rights under this Agreement shall terminate on the
day the notice is delivered to you.
Geac may terminate your employment for any reason other than cause at any time
by providing you with written notice of termination, specifying the date of
termination ("Termination Date"). If terminated without cause during the three
years of employment following the date of this letter, Geac shall continue to
pay you your salary for a period ending of the earlier of nine (9) months after
the termination date or the date you commence other employment. Stock options
will vest if the vesting date falls prior to the termination date or during the
period deemed to be continuation of employment as calculated by the duration of
continuation of salary.
If Geac should terminate your employment before 30 August 2002 for any reason
other than cause, you will be reimbursed for reasonable relocation expenses in
accordance with Company policy for you and your family to return to the United
States.
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In the event of a Change in Control and either a Change Affecting Your
Employment within 12 months of a Change in Control or the termination of your
employment for reasons other than cause with 12 months of a Change in Control,
you will immediately receive a lump sum payment equal to 125% of your aggregate
annual compensation (measured by reference to then current annual salary, the
current annual car allowance payments and bonus, which shall be the greater of
the actual bonus amount paid to you for the immediately preceding fiscal year or
the amount of the targeted bonus for the current fiscal year). 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 and expenses
incurred up to the date of termination. You will also be provided with company
medical and dental benefits for the 15 month period following the date of
termination or until such time as you find alternative employment. For the
purposes of this paragraph, "Change of Control" and "Change Affecting Your
Employment" are defined as set out in Schedule A.
If you resign or leave Geac's employ, all vesting of shares ceases and there
would be no bonus or severance.
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.
This Agreement contains the entire understanding between us. Any and all other
oral or written representations, agreements, arrangements or understandings
between us are hereby terminated.
Please indicate your acceptance of this offer by signing the enclosed copy of
this letter and returning it to my attention.
Sincerely,
"John E. Caldwell"
John E. Caldwell
President and Chief Executive Officer
ACCEPTED:
"Arthur Gitajn" 27 April 2001
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Arthur Gitajn Date
SCHEDULE "A"
"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 the Company's assets to any person or company
or combination of persons or companies other than to a wholly owned
subsidiary of Geac;
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); or
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.
"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by the Executive during the 90 day period immediately
following the date on which the Executive becomes aware of such circumstances:
1. Any change to the Executive's employment conditions which would
significantly reduce the nature or status of the Executive's
responsibilities;
2. A reduction by the Company in the Executive's annual compensation as of the
date of the Change in Control;
3. The failure by the Company to continue in effect for the Executive's
benefit any perquisites or participation in any employee benefit plan to
which other employees of the Company are entitled, to the same extent to
which any other employees enjoy such benefits; or
4. Any other change which would constitute "constructive dismissal" under
applicable law.