EXHIBIT 10.24
[GEAC LOGO]
GEAC COMPUTER CORPORATION LIMITED
4100 Yonge Street, Suite 601
Toronto, Ontario M2P 2G2
Tel: (416) 642-1960
Fax: (416) 642-1961
September 29, 2000
Ms Hema Anganu
1154 Wilson Ave. Apt. 1214
Downsview, ON M3M 1J6
Dear Hema:
As you are aware Geac Computer Corporation Limited ("Geac") has initiated a
process whereby various strategic options for the Company are being considered.
As such, the Company has agreed to provide you with the following arrangements
in consideration of your value towards this process during this period.
You will be provided with the following arrangements:
1. (a) Subject to any necessary regulatory approval, Geac has granted to
you effective as of September 25, 2000 (the "Effective Date") options
to purchase 35,000 common shares of the Company (the "New Options")
pursuant to Stock Option Plan VI with such New Options to vest as
follows:
DATE OF GRANT TOTAL OPTIONS OPTION PRICE
- ------------- ------------- ------------
- --------------------------------------------------------------------------------
SEPTEMBER 25, 2000 35,000 $9.32
- --------------------------------------------------------------------------------
NUMBER OF DATE FOR LAST DATE
OPTIONED SHARES VESTING FOR EXERCISE
- --------------- -------- ------------
8,750 SEPTEMBER 25, 2000 SEPTEMBER 25, 2010
8,750 SEPTEMBER 25, 2001 SEPTEMBER 25, 2010
8,750 SEPTEMBER 25, 2002 SEPTEMBER 25, 2010
8,750 SEPTEMBER 25, 2003 SEPTEMBER 25, 2010
(b) In the event of a Change in Control these New Options shall
vest as follows:
(i) Fifty percent (50%) of the unvested outstanding New
Options in each tranche referred to above shall
vest immediately upon a Change in Control; and
(ii) The balance of the unvested outstanding New Options
shall vest immediately on the date of a Change in
Control and either a Change Affecting Your
Employment within 12 months of a Change in Control
or
- 2 -
the termination of your employment for reasons
other than cause within 12 months of a Change in
Control.
(c) In the event of a Change in Control, all unvested outstanding
options previously granted to you by Geac prior to September
25, 2000 ("Previous Options") shall vest as follows:
(i) In the case of Previous Options granted under the
terms of Geac's Stock Option Plan V, all unvested
outstanding Previous Options shall vest upon a
Change in Control in accordance with the terms of
Plan V; and
(ii) In the case of Previous Options granted under the
terms of Geac's Stock Option Plan VI, all unvested
outstanding Previous Options shall vest immediately
on the date 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 within 12
months of a Change in Control.
2. 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 within 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 alternate employment.
3. For the purposes of this letter agreement "Change in Control" and
"Change Affecting Your Employment" are defined as set out in
Schedule "A".
The payments described in this agreement are in full and final satisfaction of
any and all claims or possible claims, including claims pursuant to your
existing employment agreement arising as a result 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
within 12 months of a Change in Control.
If after having reviewed this letter and having had the opportunity to obtain
independent legal advice you agree, please sign both copies of this letter
signifying your acceptance and return one copy to me.
Yours truly,
- 3 -
Geac Computer Corporation Limited
"Bruce Hannah"
Bruce Hannah, Vice President
Human Resources
I have considered the above proposal and confirm that I am accepting same this
3rd day of November, 2000.
"H. Anganu"
---------------------------------
Hema Anganu
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.