Exhibit 10.19
Geac Enterprise Solutions
66 Perimeter Center East
GEAC Atlanta, GA 30346-1805 USA
Tel: 404.239.2000
ENTERPRISE SOLUTIONS www.geac.com
October 25, 2002
Mr. Jim McDevitt
10295 Groomsbridge Road
Alpharetta, GA 30022
Dear Jim:
Geac Computers, Inc. is pleased to confirm your offer for the position of Vice
President and General Manager of the Industry Specific Application Division.
This responsibility will include five business units: Interealty, Property
Management (AMSI), Construction (AEC), Public Safety, and Restaurants. This
position will report to SVP, President of Geac Americas, and will be effective
on or before December 16, 2002. This letter outlines the terms and conditions of
your employment
1. Annual Salary: $240,000 per annum, which will be paid semi-monthly
by direct bank deposit. Your performance will be
reviewed in accordance with Geac's Company Wide
Annual Review Policy, which shall not result in any
decrease in Annual Salary.
2. Incentive You will be eligible to participate in the Geac FY03
Compensation: Bonus Plan. Your FY03 bonus target amount will be
$120,000. For the remainder of FY03, you will be
eligible for a prorated bonus calculated from your
first day of employment. DETAILS OF YOUR BONUS PLAN
WILL BE PROVIDED UNDER SEPARATE COVER.
3. Benefits: Your standard benefits plan will begin the first day
of the month following your date of hire.
4. Vacation: You will be entitled to three (3) weeks paid vacation
each year increasing according to Geac's Vacation
Policy.
5. Stock Options: Upon Board approval, Geac Computer Corporation
Limited ("GCCL") shall grant you 100,000 options of
common shares of GCCL at the time of employment.
These Options are granted subject to GCCL's Stock
Option Plan VI. Options will vest over a four (4)
year period. Strike price will be set by the Board of
Directors after your employment begins.
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6. Voluntary If you wish to resign voluntarily you shall provide
Resignation: Geac with at least 30 days prior written notice,
which shall set out a proposed date of resignation.
Geac may elect to require you to remain in its
employment for all or part of the notice period, or
may require that you resign immediately. Upon the
date of your resignation, Geac shall pay you all
unpaid salary and shall pay any unpaid bonus provided
that the conditions for payment of the bonus have
been met. Upon the date of your resignation the
vesting of options shall cease and you will have no
entitlement to pay or benefits beyond the date of
resignation.
7. Termination for If you are guilty of any conduct constituting cause
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. Upon termination for Cause you shall be paid all
unpaid salary owing to you and the vesting of Options
shall cease. You will have no entitlement to pay or
benefits beyond the date of termination.
As used herein, the term "cause" shall mean (a) your
material failure to substantially perform your duties
with Geac (other than any such failure resulting from
your incapacity due to physical or mental illness, or
your death) that continues for more than 30 days
after a written demand for substantial performance is
delivered to you by your manager, which demand
specifically identifies the manner in which your
manager believes that you have not substantially
performed your duties, (b) the willful engaging by
you in conduct which is materially injurious to Geac,
monetarily or otherwise, (c) your conviction of any
crime, other than routine traffic violations, or (d)
your engaging in any business which materially
competes with any material business of Geac.
8. Termination for Other Geac shall have the right to terminate your
Than Cause: employment at any time for any reason other than
cause. In such event, you shall be entitled to
receive severance in accordance with Geac's
then-current policy, subject to a minimum of six
month's salary continuation (subject to standard
deductions).
The financial terms set forth above, like any compensation related matters, are
confidential and should only be discussed with your manager or with a
representative of the Human Resources Department.
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To ensure complete understanding before employment, and the best relationship
during employment, we would like to point out that this letter constitutes our
entire offer of employment, and that there are no promises nor conditions
implied or expressed that are not contained within this letter. We wish to
further advise you that any statements of earnings in this letter do not
guarantee, nor should be construed to guarantee employment, or any period of
employment.
We trust that the above will be acceptable to you and ask that you indicate your
acceptance by returning the original copy of this letter by October 31, 2002 to
the following address:
Geac Computers, Inc.
66 Perimeter Center East
Atlanta, GA 30346
Attn: Cindy Davis
This offer is conditional upon you signing a copy of the enclosed
Confidentiality Agreement (appendix "A") and providing satisfactory proof of
eligibility for employment in the United States.
Jim, if you need further assistance please feel free to contact Cindy Davis,
Vice President Human Resources, at 404-239-3241. We look forward to welcoming
you to the Geac team and working with you during your employment with us.
Sincerely,
"James M. Travers"
James M. Travers
SVP, President Geac Americas
ACCEPTED:
"Jim McDevitt" 11/19/02
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Jim McDevitt Date
EXHIBIT A
EMPLOYEE CONFIDENTIALITY AGREEMENT
Jim McDevitt
AS Geac Computer Corporation Limited, or a subsidiary or affiliate,
desires to retain my services as set out in a letter of employment; and
FURTHERMORE, as Geac in the nature of its business desires to protect
aspects of its business containing confidential information or trade secrets;
NOW, in consideration of my employment by Geac I agree as follows:
1. DEFINITIONS
(a) "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 proprietary rights, 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.
(b) "PROPRIETARY RIGHTS" means the computer programs, system documentation,
drawings, schematics, hardware and other such materials developed by Geac or
made available to Geac by the licensors in accordance with the proprietary
rights of such licensors. For the purposes of this Agreement, proprietary
information of Geac shall include proprietary or confidential information of
Geac, or its customers, partners, joint venturers, licensors or other business
associates including, but not limited to information relating to inventions,
apparatus, processes, procedures, products, prices, research, costs, business
affairs, future plans, ideas, technical data and raw data from field or
laboratory tests or evaluation thereof.
2. USE AND DISCLOSURE
While employed by Geac and for a period of five (5) years thereafter (the
"Confidentiality Period"), I shall not, directly or indirectly, in any way use
or disclosure to any person any Confidential Information, except where
authorized and required to do so for the performance of my employment; provided
that for any such Confidential Information constituting a trade secret, the
Confidentiality Period shall extend for so long as the particular Confidential
Information remains a trade secret under applicable law. 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. EXCLUSIVITY AND DEDICATION
During the period of my employment with Geac, I shall devote my entire working
time during the regular business hours assigned to my position with attention to
such duties as may be assigned to me by Geac.
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During such time I shall faithfully and diligently serve and endeavour to
further the interests of Geac. I agree that I shall not engage in or become
connected with: (i) any other business during my regular business hours at Geac;
or (ii) any business which is in competition with Geac at any time.
4. INVENTIONS BELONGING TO GEAC
Geac is actively engaged in research and development, and I may be requested to
make inventions and/or enhancements to products owned by Geac. I recognize that
Geac has a proprietary interest in any inventions or enhancements that I may
make during my employment, whether made during or after regular business hours,
and whether made with Geac's, my own or anyone else's materials and/or
equipment, if such inventions or enhancements may reasonably be regarded as:
(a) relating directly to the business of Geac (to the extent that I may
reasonably be aware of same) at the time the development of the invention of
enhancement; or (b) derived from confidential or proprietary information of Geac
obtained by me in the course of my employment. Such inventions or enhancements
are referred to herein as "Geac Inventions".
5. ASSIGNMENT OF INTEREST IN INVENTIONS
I hereby irrevocably assign and agree to assign, all my interest, if any,
together with all moral rights, if any, in all Geac Inventions to Geac or its
nominee. This obligation shall continue beyond the termination of my employment
and shall continue to be binding upon my heirs, assigns, executors,
administrators and/or other legal representatives.
6. REGISTRATION OF OWNERSHIP RIGHTS
Promptly upon making any Geac Inventions, I shall fully disclose it to Geac and
shall, if requested, assist Geac in preparing any copyright registration, patent
application or design registration application which Geac may choose to file.
Upon request, I agree to execute without further consideration such further
documents as may reasonably be required to obtain letter patent or design
registrations in any country for any Geac Inventions and vest the same in Geac.
7. ASSISTANCE TO PROTECT GEAC'S PROPRIETARY RIGHTS
Both during and subsequent to my employment by Geac and where reasonably
practicable I agree to generally do everything reasonably necessary or desirable
to assist Geac in obtaining and enforcing proper protection of the Geac
inventions.
8. CONFLICTS
My employment with Geac and my execution of this Agreement is not in conflict
with any obligations that I have at present with any other person, business,
organization or former employer. I agree to notify Geac in writing upon having
knowledge of, or before performing or causing to be performed any work for or on
behalf of Geac which appears to or may potentially be in conflict with (a)
rights claimed by me in any invention or idea conceived by me prior to my
employment; or (b) rights of others arising out of obligations incurred by me
prior to entering into this Agreement.
In the event that I should fail to give Geac notice of any such conflict of
which I am aware, I agree that Geac may deem that no such conflict exists. By
such inaction I will thereby waive any claim which I may have against Geac with
respect to the use of any such invention or idea.
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9. RETURN OF PROPERTY
Upon ceasing employment with Geac, or earlier if required by Geac, I agree to
promptly deliver to Geac all property, including but not limited to,
correspondence, blueprints, letters, drawings, schematics, manuals, notes,
notebooks, reports, flowcharts, progress reports, proposals, records, data,
sketches, drawings, memorandum, models, samples, equipment, customer lists,
price lists, product specifications, laboratory or field test results or any
other property pertaining to my employment by Geac and belonging to Geac, its
customers, partners, joint ventures, suppliers, or other business associates.
10. REIMBURSMENT
All pre-approved costs and expenses incurred by me in fulfilling paragraphs 5,
6, and 7 during my employment by Geac shall be reimbursed to me by Geac. If
after my termination of employment with Geac, it requests my assistance with
regard to the issues referred to in such paragraphs, Geac will pay all
pre-approved costs and expenses as well as reasonable compensation for my time
expended in the performance of these obligations.
11. PRESENTATIONS AND PUBLICATIONS
I am required to obtain the written consent of an officer of Geac in advance of
presentation or publication of any speech, paper or article authored by me,
either alone or jointly with others, which in any way refers to my employment
with Geac in any manner or relates to any confidential or proprietary matter
related thereto, unless such presentation or publication was at the direction or
request of Geac.
12. NON-SOLICITATION OF CUSTOMERS
I agree that during the term of this Agreement and for a period of one (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
one (1) year immediate preceding the effect date of the termination of my
employment; provided, however, that this restriction shall apply only to
customers or prospective customers of Geac for whom I have performed, or
proposed to perform, the same or similar kinds of deliverables or services on
behalf of Geac during such one (1) year period.
13. NON-SOLICITATION OF EMPLOYEES
I agree that while I am employed by Geac, and for a period of one (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
employer's or agencies recruitment or hiring of Geac employees.
14. TERM
This agreement shall become effective when signed and shall terminate upon the
termination of my employment with Geac, except that paragraphs 2, 4, 5, 6, 7,
10, 12 and 13 shall survive such termination.
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15. 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.
16. JURISDICTION
This Agreement shall be interpreted in accordance with the laws of the
jurisdiction in which it is signed.
17. 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, it shall not be used
by me in an attempt to obviate, alter, sever or otherwise terminate this
Agreement or any part thereof.
18. 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.
DATED AT /GEAC-ATLANTA/ this /16th/ day of /December/, 20/02/
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/s/ Jim McDevitt
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Jim McDevitt
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