EXHIBIT 10.23
GEAC
February 19, 2002
John L. Sherry, III
18 Pine Needle Road
Wayland, MA 01778
Dear Jay:
Geac Computers, Inc. is pleased to confirm your offer for the position of Senior
Vice President, Marketing & Strategic Alliances. This position will report to
the CEO, Paul Birch, and will be effective on February 22, 2002. This letter
outlines the terms and conditions of your employment.
DETAILS OF YOUR REMUNERATION:
1. ANNUAL SALARY: $220,000.00, 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 COMPENSATION: You will be eligible to participate in
Geac's FY03 Bonus Plan. Your FY03 bonus
target amount will be $100,000.00. Bonus
target amounts for FY04 and beyond will
reviewed and set at least annually, but
the bonus target amount will not decrease
below $100,000 per annum.For the last
quarter of FY02, you will be eligible
for a prorated bonus of $25,000.
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. (March 1, 2002)
4. VACATION: You will be entitled to four (4) weeks
paid vacation each year increasing
according to Geac's Vacation Policy.
4.1 WORK LOCATION: Southborough, MA. Any change in your work
location outside the Boston metropolitan
area will, at your option, be treated as
a Termination for Reason Other Than
Cause as set forth in paragraph 8.
5. STOCK OPTIONS: Geac Computer Corporation Limited shall grant you,
within 60 days of your employment date, a ten-year option (subject to
the conditions specified in the Geac Computer Corporation Limited Stock
Option Plan VI, including limitation Section 3.05,
February 19, 2002
J. Sherry
Page 2
3.06, 3.08, 3.09 and 3.10 of said plan) to purchase 150,000
common shares ("Option Shares") of Geac Computer Corporation Limited's
capital stock at the average price on the prior five trading days
before they are approved by the Board of Directors, as required by the
Toronto Stock Exchange. Options will vest over a four (4) year period
as follows:
Year 1 - 37,500 shares
Year 2 - 37,500 shares
Year 3 - 37,500 shares
Year 4 - 37,500 shares
I understand that you have been provided the specific details of this
plan, the Geac Computer Corporation Limited Stock Option Plan VI, as
revised November 2001. However, you acknowledge that the granting of
the option and the exercise of the option are subject to compliance
with applicable securities laws and receipt of necessary regulatory
approvals, including without limitation acceptance of the plan by The
Toronto Stock Exchange and the fulfillment of any conditions imposed by
the Exchange and Geac's Business Conduct Policies.
6. VOLUNTARY RESIGNATION. If you wish to resign voluntarily you
shall provide 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. This paragraph shall be
subject to, and shall not apply in the case of resignation following a
Change in Control described in the paragraphs hereafter set forth
concerning a Change in Control.
7. TERMINATION FOR CAUSE. 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. 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.
February 19, 2002
J. Sherry
Page 3
8. TERMINATION FOR ANY REASON OTHER THAN CAUSE. Geac shall have the right
to terminate your 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), and a
continuation of standard benefits during the salary continuation
period.
9. CHANGE IN CONTROL AND CHANGE AFFECTING YOUR EMPLOYMENT
a. 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:
i. Geac will pay you the termination payments, calculated as
your monthly base salary, for a period of 12 months from the
effective date of the termination of your employment; subject
to standard deductions, and
ii. Subject to the agreement of the carrier or carriers, Geac
will maintain all benefits of employment for a period of 12
months from the date of termination.
b. 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 Stock Options previously
granted shall become fully vested.
c. 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.
d. For the purposes of this Paragraph 9, "Change in Control" and
"Change Affecting Your Employment" are defined as set out in Schedule 1
attached hereto.
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.
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.
February 19, 2002
J. Sherry
Page 4
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 February 22, 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.
Jay, if you need further assistance please feel free to contact me at
404-239-3241. We look forward to welcoming you to the Geac team and working with
you during your employment with us.
Sincerely,
"Cynthia E. Davis"
Cynthia E. Davis
Director - Human Resources
AGREED AND ACKNOWLEDGED:
GEAC COMPUTER CORPORATION LIMITED
"Paul Birch" 2/20/2002
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PAUL BIRCH DATE
CHIEF EXECUTIVE OFFICER
ACCEPTED:
"John L. Sherry, III" FEBRUARY 22, 2002
- ------------------------------------ ------------------------------------
JOHN L. SHERRY, III DATE
SCHEDULE 1
"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 assets of Geac Computer
Corporation Limited ("GCCL") 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
GCCL;
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 GCCL or the voting power of
the voting shares of GCCL 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 GCCL with or into another
corporation or the amalgamation or merger of another corporation into
GCCL with the effect that immediately after such transaction the
shareholders of GCCL 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
GCCL shall cease for any reason to constitute a majority thereof unless
the election, or the nomination for election by GCCL'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 120-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 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; or
4. Any other change which would constitute "constructive dismissal" under
applicable law.
5. Any change in work location outside the metropolitan Boston area.
TO: JOHN L. SHERRY, III
In consideration of your agreeing to act as an officer of subsidiary
companies (each a "Company") of Geac Computer Corporation Limited
(the "Parent") with full power and authority to grant an indemnity
valid and binding upon and enforceable against you and the Company,
the Parent on the terms hereinafter contained, hereby agree as
follows:
1. The Parent shall indemnify and hold you harmless
against any and all liability, loss, damage, cost or expense
whatsoever which you may incur, suffer or be required to
pay, pursuant to any civil, criminal or administrative
claim, action, suit, application, litigation, charge,
complaint, prosecution, assessment, reassessment,
investigation or other proceeding of any nature or kind
whatsoever (collectively, a "Claim") that may be made or
asserted against or affecting you, if it relates to, arises
from or is based upon (1) your status as an officer of the
Company or (2) any act or omission by you in your capacity
as an officer of the Company or (3) any act or omission by
the Company for which officers of a corporation may be
vicariously responsible, in whole or in part, provided that
you acted honestly and in good faith with a view to the best
interests of the Company and, in the case of a criminal or
administrative action or proceeding that is enforced by a
monetary penalty, you had reasonable grounds for believing
that your conduct was lawful.
2. Regardless of the merits of any Claim, if any Claim is
made or brought against you in your capacity as an officer
or former officer of the Company in connection with any of
the matters against which you would be indemnified pursuant
to this indemnity, upon written notice thereof being
received by the Parent from the Company or from you, the
Parent shall at its expense and in a timely manner contest
and defend against any such Claim and take all such steps as
may be necessary or proper therein to prevent the resolution
thereof in a manner adverse to you, including the taking of
such appeals as counsel to the Parent may advise are likely
to succeed in the circumstances. If the Parent does not in a
timely manner undertake the contestation or defence in
respect to such written notice then you may do so at the
expense and risk of the Parent.
3. This indemnity extends only to liability, loss, damage,
cost or expense that exceeds amounts otherwise recoverable
by you under any policy of insurance or other indemnity
applicable in respect of a Claim, and is to be regarded
specifically as excess to any such amounts. In the event any
indemnity or insurer against whom you may have such a claim
shall decline to pay, deny liability or otherwise contest
your claim or the due amount thereof, the Parent shall pay
such claim to you on your behalf and be subrogated to your
rights in relation to any such indemnity or policy of
insurance, and at the request of the Parent you agree to
co-operate with and assist the Parent in pursuing such claim
in such manner and to the extent that counsel to the Parent
may recommend or advise in the circumstances.
4. This indemnity and the benefit of the obligations of the
undersigned hereunder shall enure to the benefit of your
heirs, executors and administrators and shall be binding
upon the Parent's successors and assigns.
5. This indemnity supersedes and replaces all prior indemnities
entered into between the Parent and you.
6. The courts of the Province of Ontario, Canada shall have
exclusive jurisdiction with respect to all matters dealing
with the enforcement of or otherwise arising out of or in
connection with this indemnity, and by accepting and relying
heron you expressly and irrevocably submit and attorn to the
exclusive jurisdiction of, and irrevocably agree to be bound
by a judgement of, any such court relating to all such
matters.
7. This indemnity shall in all respects be governed by and
construed in accordance with the laws of the Province of
Ontario, Canada, and all disputes, claims or matters arising
out of or under it shall be governed by such laws.
DATED this day of 2002.
GEAC COMPUTER CORPORATION LIMITED
"Paul D. Birch"
--------------------------------------------
Name: Paul D. Birch
Title: President and Chief Executive Officer
EMPLOYEE CONFIDENTIALITY AGREEMENT
JOHN L. SHERRY, III
(EMPLOYEE)
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 non-public 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 or 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 and not to misuse such Information.
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 reasonably assigned to me by Geac. 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 during my employment with Geac.
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 my 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.
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 venturers, suppliers or other business associates.
10. REIMBURSEMENT
All pre-approved costs and expenses incurred by me in fulfilling paragraphs 5,
6, and 7 during my employment by Geac shall be re-imbursed 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 terms 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.
15. SEVERABILITY
Except for paragraph 10 regarding Reimbursement, 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 SOUTHBOROUGH this 22ND day of FEBRUARY , 20 02
---------------- -------- -------------- ----
"John L. Sherry, III" "Linda Travis"
- ----------------------------------- --------------------------------------
Employee (Signature) Witness (Signature)
John L. Sherry, III Linda Travis
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