EXHIBIT 10.25
GEAC
GEAC COMPUTER CORPORATION LIMITED
11 Allstate Parkway, Suite 300
Markham, Ontario L3R 9T8
Tel: (905) 475-0525
Fax: (905) 475-3847
June 20, 2002
Mr. James M. Travers
1014 Kettering Place
Alpharetta, GA 30022-8081
Dear Jim:
This letter will confirm the terms of your employment by Geac Enterprise
Solutions, Inc. as President of Geac Americas ("Geac") effective as of June 20,
2002. You shall be permitted on an unpaid basis to organize your affairs and
complete your prior obligations before assuming your full responsibilities in
such role, provided that you commence your duties hereunder no later than August
6, 2002. For greater certainty, your salary and benefits hereunder shall
commence on the date that you give notice to the President and Chief Executive
Officer of Geac Computer Corporation Limited ("GCCL") that you have assumed such
duties on a full-time basis.
You shall serve faithfully to the best of your ability and shall throughout the
term of your assignment 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.
REPORTING OBLIGATION
As President, you will report to the President and Chief Executive Officer of
GCCL. All of the Operations of Geac's businesses in North America shall report
to you, except satellite operations where the principal business/product is
based elsewhere such as Libraries and System 21.
DETAILS OF YOUR REMUNERATION
1. BASE SALARY:
Annual base salary of US$275,000 per annum, 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.
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2. BONUS:
Commencing with the fiscal year ending April 30, 2003, you will be paid an
annual bonus of US$250,000 subject to Geac achieving a certain agreed operating
performance metric with 20% of this amount guaranteed and payable before
December 31, 2002, as defined in Schedule "A".
3. GROUP BENEFITS:
You will be entitled to receive and participate in all of Geac's standard
employee benefit plans. All such benefits will be provided to you by a provider
or providers in the United States.
4. VACATION:
During each year of your employment with Geac you will be entitled to 4 weeks
paid vacation to be taken at mutually agreeable times.
STOCK OPTIONS
You have been granted Options to purchase 600 thousand (600,000) common shares
of GCCL with an exercise price per share of Cdn.$4.36. These Options are granted
subject to GCCL's Stock Option Plan VI and shall have an "Option Period" for
purposes of the Plan of ten years from the date of grant. These Options will
vest as to 200,000 on the first anniversary of the date of the grant, 200,000 on
the second anniversary and 200,000 on the third anniversary.
The granting of additional Options, if any, shall be at the discretion of the
Board of Directors.
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.
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TERMINATION FOR CAUSE
If you are guilty of any conduct constituting just Cause (as hereinafter
defined) 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, the
vesting of Options shall cease and the Options shall terminate forthwith. You
will have no entitlement to pay or benefits beyond the date of termination.
As used in this Agreement, 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) that continues
for more than 30 days after a written demand for substantial performance is
delivered to you by the Chief Executive Officer of GCCL, which demand
specifically identifies the manner in which Geac believes that you have not
substantially performed your duties, (b) the willful engaging by you in conduct
which is materially injurious to Geac or any of its affiliates, 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 or any of its affiliates.
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. You shall be entitled to receive on the date of
termination a lump sum cash payment (the "Termination Payment") in an amount
equal, at your option, to (i) your base salary received or receivable by you in
respect of the immediately preceding year in the normal payroll cycle or (ii)
your base salary for the calendar month preceding the date of termination
multiplied by 12. Subject to the agreement of the carrier or carriers, Geac will
also maintain all of your benefits of employment for a period of 12 months from
the date of termination. In the event that one or more carriers does not agree
to such an extension of coverage, Geac agrees to pay you an amount equal to the
cost of your obtaining substantially equivalent benefit coverage. You will be
paid, credited or reimbursed, as the case may be, for all unpaid salary
(including credit for any vacation earned but not taken), expenses, benefits and
other amounts payable to you or earned by you up to the termination date. The
vesting of Options shall cease on the date of termination and you shall have the
right to exercise Options vested prior to that date for a period of 12 months
from the date of termination (provided that in no event shall the period during
which you may exercise Options exceed the Option Period of ten years).
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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
(b) 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. In the event that one or more carriers does not agree to
such an extension of coverage, Geac agrees to pay you an amount equal
to the cost of your obtaining substantially equivalent benefit
coverage. 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), 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 and you shall have the right to exercise those Options for
a period of 12 months from the date of resignation (provided that in no
event shall the period during which you may exercise Options exceed the
Option Period of ten years).
2. 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 "B".
PROPERTY OF GEAC
All equipment, material, written correspondence, memoranda, communication,
reports, or other documents pertaining to the business of Geac or its affiliates
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
and its affiliates. You shall return all property of Geac and its affiliates 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.
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NON-DISCLOSURE
You agree to be bound by the terms of the General Confidentiality Agreement
attached hereto as Schedule "C".
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 Geac or any
of its subsidiaries and affiliates, such resignation to be effective
immediately, 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 offices and 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.
CHOICE OF LAW
This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the State of Georgia, U.S.A.
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 State of Georgia 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 its 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.
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.
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LEGAL COSTS
Geac shall pay, or at your option, shall reimburse you for, the reasonable legal
fees up to $2,000 and disbursements incurred by you in connection with the
drafting and negotiation of this Agreement.
ENTIRE AGREEMENT
This Agreement 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 by July 5, 2002. This offer becomes null and void
should the signed acceptance not be returned to me by that time.
Jim, we look forward to welcoming you to the Geac team.
Sincerely,
Geac Enterprise Solutions, Inc.
By: "Paul D. Birch"
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Paul D. Birch, President
Geac Computer Corporation Limited
By: "Paul D. Birch"
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Paul D. Birch, President and
Chief Executive Officer
ACCEPTED:
"James M. Travers"
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James M. Travers Date: July 5, 2002
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Schedule "A"
EBITDA Definition
With respect to GCCL and its subsidiaries for any fiscal period, an amount equal
to:
(a) Consolidated Net Income for such period plus;
(b) To the extent deducted in the calculation of Consolidated Net Income
and without duplication:
(i) depreciation and amortization for such period,
(ii) other non-cash charges for such period,
(iii) income tax expense for such period,
(iv) Consolidated Total Interest Income/Expense for such period,
(v) the aggregate amount of one time non-recurring expenses and/or
charges or gains in the disposition of businesses taken by
GCCL and its subsidiaries in the fiscal year ending April 30,
2002, all of the above relating to the restructuring of the
business.
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Schedule "B"
"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 GCCL'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
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 GCCL 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 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;
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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;
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.
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Schedule "C"
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 Enterprise Solutions, Inc. ("Geac") and
includes but is not limited to information relating to Geac and its affiliates'
products or developments of new or improved products, marketing strategy, sales
or business plans, the names and information about Geac and its affiliates'
past, present and prospective customers (to whom Geac or an affiliate has made a
proposal 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 confidential information whether or not such information is
explicitly identified as being confidential. "Confidential Information" shall
not include:
(a) Information that was known by me at the time it was disclosed
to me by Geac or an affiliate or was acquired by me; or
(b) Information that is or becomes publicly known or otherwise
enters the public domain through no wrongful act of mine; or
(c) Information that is received by me from a third party which
has no obligation to maintain it in confidence; or
(d) Information that is developed independently by me without use
of any Confidential Information.
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 and its affiliates is the exclusive property of Geac and its affiliates
and I shall hold all such Confidential Information in trust for Geac and its
affiliates. 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 and Affiliates' Property
Upon ceasing employment with Geac, I will immediately turn over to Geac and its
affiliates all property then in my possession or under my control belonging to
Geac or its affiliates, or any past, present or prospective customer, client,
supplier or business partner of Geac or an affiliate.
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4. Exclusivity and Dedication
During the period of my employment with Geac:
(a) 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. During such time I shall faithfully and
diligently serve and endeavour to further the interests of Geac and its
affiliates;
(b) 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 or any of its
affiliates at any time.
5. Conflicts
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 of its affiliates or
any representative of any customer or prospective customer of Geac or any of its
affiliates, 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 or any of its affiliates during the 1 year
immediately preceding the effective date of the termination of my employment.
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 employee of Geac or any of its
affiliates into leaving the Company's employment, nor shall I directly or
indirectly participate in any organization's recruitment or hiring of employees
of Geac or any of its affiliates.
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.
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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 interpreted in accordance with the laws of the
jurisdiction in which it is signed.
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.
12. Entire Agreement
This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with Geac or any of its affiliates. Any
amendments to this Agreement must be made in writing and signed by both Geac and
me.
DATED at Alpharetta, GA, this 5th day of July, 2002.
"James M. Travers"
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James M. Travers
James M. Travers
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