EXHIBIT 10.3
GEAC COMPUTER CORPORATION LIMITED ("GEAC")
STOCK OPTION PLAN V
MADE as of the 15th day of September, 1992; amended as of the 4th day of July,
1996; and further amended as of the 10th day of September, 1996; and further
amended as of the 30th day of October, 1997; and further amended as of the 31st
day of October, 1997; and further amended as of the 10th day of March, 1998.
1. PREFACE
1.1 Geac has authorized capital consisting of an unlimited number
of Common Shares.
1.2 All such issued and outstanding Common Shares are currently
listed for trading on the Toronto Stock Exchange.
1.3 Geac previously established a plan with formal effect from
November 23, 1987 whereby options were to be granted from time
to time to Employees to purchase from treasury Common Shares
of Geac, all as set forth in an agreement dated January 1,
1988 (hereinafter called "Plan IV").
1.4 Without termination of Plan IV, Geac desires to establish a
new plan whereby options shall be granted to Employees and
Directors to purchase Common Shares.
1.5 The Board of Geac determined by resolution dated the 15th day
of September, 1992 to create the Geac Stock Option Plan V
(hereinafter called the "Plan") and to grant options to
Employees to purchase Common Shares.
1.6 The Board amended said Plan as of the 4th day of July, 1996,
by changing the number of options in the Plan from a
percentage to a fixed number and, accordingly, deleting the
reference to an expiry date; all of which changes were made to
ensure that the Plan complied with the Toronto Stock Exchange
revised policy on Company Share Incentive Arrangements.
1.7 The Board further amended said Plan as of the 10th day of
September, 1996, with confirmation of the shareholders, by
making Directors of Geac eligible to participate in the Plan.
1.8 The Board further amended said Plan as of the 30th day of
October, 1997, with confirmation of the shareholders, by
increasing the aggregate number of Common Shares reserved for
issuance by One Million Five Hundred Thousand (1,500,000) to
Four Million One Hundred and Twenty-Two Thousand Six Hundred
and Fifty (4,122,650) Common Shares (representing fourteen
(14%) percent of the issued capital of the Corporation).
1.9 The Plan was further amended by a subdivision of the Common
Shares of the Corporation approved by the Shareholders on
September 16, 1997, and which subdivision became effective
October 31, 1997, thereby increasing the aggregate number of
Common Shares reserved for issuance to Eight Million Two
Hundred and Forty Five-Thousand Three Hundred (8,245,300)
Common Shares.
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1.10 The Board further amended the Plan on March 10, 1998 to more
fully give effect to the shareholder's resolution dated on the
16th day of September, regarding the subdivision of Common
Shares.
2. NAME AND PURPOSE OF PLAN
This Plan shall be known as the Geac Computer Corporation Limited Stock
Option Plan V. The purpose of the Plan shall be to govern the options
which may be granted at any time by Geac to certain Employees or
Directors to purchase Geac's Common Shares from treasury.
3. INTERPRETATION
3.1 In the Plan the following terms have the following meanings:
(a) "ADMINISTRATION COMMITTEE" means the committee referred to in
Section 4 hereof;
(b) "BOARD" means the board of directors of the Corporation;
(c) "CORPORATION" or "GEAC" means Geac Computer Corporation
Limited, its successors and assigns;
(d) "COMMON SHARES" means common shares without par value of Geac
not redeemable and subject to no restrictions other than those
applying to all shares of that class;
(e) "DIRECTOR(S)" means a member of the board of directors of the
Corporation;
(f) "EMPLOYEE(S)" means a bona fide full time Employee of the
Corporation or of a subsidiary;
(g) "MEMBER SHARES" means the Common Shares purchased by an
Employee or Employees or a Director or Directors under the
Plan;
(h) "PLAN" means this Stock Option Plan, to be known as Geac
Computer Corporation Limited Stock Option Plan V; and
(i) "PLAN MEMBER" means an Employee or Director who has been
granted options to purchase Common Shares in accordance with
the Plan.
3.2 In this Plan, unless the context requires otherwise,
references to the male gender include the female gender, words
importing the singular number may be construed to extend to
and include the plural number, and words importing the plural
number may be construed to extend to and include the singular
number.
4. ADMINISTRATION COMMITTEE
4.1 The Plan shall be administered by a committee of the Board,
which shall consist of: (a) the Chairman of the Board of the
Corporation; (b) the President of the Corporation or
Vice-Chairman of the Board of the Corporation, who shall be
"ex-officio"; and (c) one or more Directors of the Corporation
who are not Employees of the Corporation and who shall be
appointed by the Board. The
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initial appointment or appointments to the Administration
Committee shall be made at the meeting of the Board at which
the Plan is approved by the Board; a member of the
Administration Committee so appointed shall continue to serve
until the Plan is terminated or until he/she ceases to be a
Director or resigns as a member of the Administration
Committee. The Board may from time to time make additional
appointments to the Administration Committee so long as there
shall be at least one member of the Administration Committee
who is not an Employee.
4.2 The quorum for meetings of the Administration Committee shall
be a majority of its members then in office. Meetings of the
Administration Committee shall be held in accordance with the
provisions of the by-laws of the Corporation governing
meetings of the Board; provided the Administration Committee
may from time to time by resolution make, amend and repeal
rules and regulations, not inconsistent with the Plan and the
by-laws of the Corporation, which it may deem advisable or
necessary for the proper administration and operation of the
Plan.
5. COMMON SHARES SUBJECT TO THE PLAN
5.1 The maximum number of Common Shares reserved for issuance
under this Plan shall not exceed Eight Million Two Hundred and
Forty-Five Thousand Three Hundred (8,245,300) Common Shares
and the aggregate number of Common Shares for issuance to any
one person shall not exceed 5% of the outstanding issue (on a
non-diluted basis) provided that:
(a) the number of shares reserved for issuance pursuant
to stock options granted to insiders shall not exceed 10% of
the outstanding issue;
(b) the issuance to insiders, within a one-year period,
of a number of shares shall not exceed 10% of outstanding
issue; and
(c) the issuance to any one insider and such insider's
associates, within a one-year period, of a number of shares
shall not exceed 5% of the outstanding issue.
5.2 Notwithstanding the foregoing, in the event that the Common
Shares are at any time changed as a result of a subdivision,
consolidation, reclassification or any other relevant change
in the authorized or issued capital of the Corporation, the
maximum number of Common Shares reserved for issuance under
this Plan, and the number and the price payable for any Common
Shares that are subject to options then granted, shall be
adjusted according to such change by the Board or the
Administration Committee.
6. ELIGIBILITY FOR AND CREATION AND ISSUANCE OF OPTIONS
6.1 Options to purchase Common Shares shall be granted to
Employees or Directors by the Board upon the advice of the
Administration Committee from time to time.
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6.2 All Employees or Directors, except for Employees or Directors
who beneficially own in excess of ten percent (10%) of the
voting shares of Geac issued and outstanding at such time, are
eligible to receive the grant of options under the Plan. The
identity of Employees or Directors to whom options are to be
granted, the number of Common Shares in respect of which
options are to be granted, and the time or times at which
options shall vest and may be exercised shall be determined by
the Board on the advice of the Administration Committee.
6.3 All options shall be for the purchase from treasury of new and
previously unissued Common Shares. Each option shall be
exercisable at an option price equal to the closing market
price for the Common Shares on The Toronto Stock Exchange on
the business day on which such option is granted or, if no
trade for the Common Shares takes place on that day, the
average of the closing Bid and Ask prices on that day.
6.4 No options shall be exercisable by an Employee or Director
prior to the date on which the Board, in granting such
options, has determined such options shall vest, except as
provided in Sections 8 and 9 hereof.
7. TIME AND MANNER OF EXERCISE
An Employee or Director may exercise any options granted in accordance
with this Plan, at any time or times not earlier than the day on which
the Board has determined such options shall vest and not later than the
day five years thereafter, but in no circumstances later than ten years
after the date of grant, by notice in writing to Geac accompanied by a
cheque payable to Geac for the full amount of option price.
8. STATUS OF OPTIONS ON TERMINATION
8.1 From and after the date on which a Plan Member ceases to be an
Employee or a Director, as the case may be, whether such
employment is terminated by Geac or a subsidiary for reasons
other than "cause"; a Director is not re-elected; or by the
voluntary resignation of the Employee or Director, except as a
result of death of the Employee or Director, such Employee or
Director shall have ninety days to exercise all options which
have theretofore become vested but remain unexercised but
shall have no right to exercise options which shall not have
vested. Except as otherwise provided in this Section 8, all
options granted under this Plan to an Employee or Director
which are not exercised within such ninety days after the day
on which the individual ceases to be an Employee or Director
shall be terminated, canceled and no longer exercisable by a
Plan Member. In the case of termination for "cause" of an
Employee, such Employee shall have seven days in place of the
ninety days set out above.
8.2 Notwithstanding the above, from and after the date on which a
Plan Member ceases to be an Employee or Director only by
reason of death, his/her legal personal representative shall
have one year from the date of death to exercise all options
which have theretofore become vested but remain unexercised.
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Notwithstanding any other terms regarding the vesting of
options, upon death of the Plan Member all options which but
for this clause have not vested shall automatically vest. All
options granted under this Plan to an Employee or Director
which are not exercised within such one year period after the
day on which the individual ceases to be an Employee or
Director, shall be terminated, canceled and no longer
exercisable by representatives of the deceased Plan Member.
9. STATUS OF OPTIONS ON CHANGE OF CONTROL
Upon the sale or other disposition of any of the shares of Geac, either
by existing shareholders or from Treasury, or upon the sale or other
disposition of the assets and business of Geac and/or its subsidiaries,
or a substantial portion thereof, or upon the happening of any other
event, with the result that there is a change in the "effective
control" over Geac and/or its assets and business, all options
theretofore granted to Plan Members under this Plan, which are not yet
vested, shall vest forthwith and all Plan Members shall have ninety
days to exercise all options which have theretofore vested in
accordance with the Plan. All such options which are not exercised
within such ninety day period shall be terminated, cancelled and no
longer exercisable.
10. NON-TRANSFERABILITY OF OPTION
The options granted hereunder shall be personal to the Plan Member to
whom such are granted and shall not be assigned, pledged or otherwise
transferred or encumbered in any manner whatsoever, except:
(a) to the estate of a deceased Plan Member as provided for in
Section 8 hereof; or
(b) as may be approved by both the Administration Committee and
the applicable stock exchange on which the Common Shares are
listed.
11. ISSUANCE OF SHARES
On receipt by Geac of a notice from any Plan Member exercising options
granted pursuant to the Plan together with the option price in full,
Geac shall issue to the Plan Member the number of Common Shares of
Geac, in respect of which options are being exercised, from the
authorized but unissued Common Shares of Geac which have been set aside
for the exercise of the options granted pursuant to the Plan. The
transfer agent and registrar of the Common Shares of Geac will issue to
each such shareholder a certificate representing the shares in respect
of which an option has been exercised.
12. STOCK EXCHANGE LISTING
Geac shall use its best efforts to ensure that all of the Common Shares
to be acquired pursuant to the exercise of options granted hereunder
shall be listed for trading on one or more stock exchanges.
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13. CONFIDENTIALITY
The Plan Member agrees that all information relating to the affairs of
Geac and its subsidiaries, including all information relating to
clients and projects undertaken for clients, shall at all times (both
during the period he/she is an Employee or Director and at any time
thereafter) and for all purposes be held by such Plan Member in a
fiduciary capacity and solely for the benefit of Geac. The Employee or
Director agrees that during such times he/she will not use for his/her
own purpose any such information, or disclose, divulge or communicate
orally, in writing or otherwise to any person any such information.
14. NOTICE
Any notice required or permitted to be given hereunder to Geac shall be
in writing mailed by registered mail, postage prepaid, or delivered to
Geac at the address set forth below:
Geac Computer Corporation Limited
11 Allstate Parkway, Suite 300
Markham, Ontario L3R 9T8
ATTENTION: PRESIDENT
or at such address as Geac may have designated by notice given to the
Plan Members at the address shown from time to time in the employment
records or corporate records of Geac. Any notice so mailed shall not be
deemed to have been given until actually received by Geac.
15. ACKNOWLEDGEMENT
Each Plan Member, by signing an acknowledgment of receipt of a copy of
this Plan and in consideration of the grant to him/her of the options
herein provided for, confirms that he/she agrees with, and will be
bound by the terms and conditions of this Plan.
16. MISCELLANEOUS
16.1 Time shall be of the essence of this Plan. This Plan shall be
governed by and construed in accordance with the laws of the
province of Ontario, Canada.
16.2 Although this Plan and the options granted hereunder shall not
be assignable, this Plan shall enure to the benefit of and be
binding upon the heirs, executors and administrators of the
Plan Member and the successors of Geac.
GEAC COMPUTER CORPORATION LIMITED
By: "SHELLY R. ISENBERG"
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Vice-President
General Counsel
Title:
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Date: MARCH 10, 1998
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