EXHIBIT 4.3
AMENDED SEPTEMBER 22, 2003
GEAC COMPUTER CORPORATION LIMITED
STOCK OPTION PLAN VI
ARTICLE ONE
DEFINITIONS AND INTERPRETATION
Section 1.01 DEFINITIONS: For purposes of the Plan, unless such word or term is
otherwise defined herein or the context in which such word or term is used
herein otherwise requires, the following words and terms with the initial letter
or letters thereof capitalized shall have the following meanings:
(a) "Act" means the Canada Business Corporations Act or its
successor, as amended from time to time;
(b) "Committee" means the Directors or, if the Directors so
determine in accordance with Section 2.03 of the Plan, the
committee of the Directors authorized to administer the Plan;
(c) "Corporation" means Geac Computer Corporation Limited, a
corporation incorporated under the Act;
(d) "Designated Subsidiary" means all of the subsidiaries of the
Corporation as they exist from time to time unless otherwise
designated by the Committee;
(e) "Directors" means the board of directors of the Corporation
from time to time;
(f) "Eligible Consultants" means a person or corporation engaged
to provide ongoing management or consulting services for the
Corporation or a Designated Subsidiary;
(g) "Eligible Directors" means the Directors or the directors of
any Designated Subsidiary;
(h) "Eligible Employees" means employees and officers, whether
Directors or not, and including both full-time and part-time
employees, of the Corporation or any Designated Subsidiary;
(i) "Employment Contract" means any contract between the
Corporation or any Designated Subsidiary and (i) any Eligible
Employee relating to, or entered into in connection with, the
employment or termination of employment of the Eligible
Employee (ii) any Eligible Director in connection with the
appointment or resignation of such Director or (iii) any
Eligible Consultant relating to, or entered into in connection
with, the engagement or termination of engagement of the
Eligible Consultant;
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(j) "Insider" has the meaning ascribed thereto in Section 627 of
the Company Manual of The Toronto Stock Exchange;
(k) "Option" means an option to purchase Shares granted pursuant
to, or governed by, the Plan;
(l) "Optionee" means a Plan Member to whom an Option has been
granted pursuant to the Plan;
(m) "Option Period" means the period of time during which the
particular Option may be exercised;
(n) "Plan" means this share option plan to be known as Geac
Computer Corporation Limited Stock Option Plan VI;
(o) "Plan Member" means each Eligible Employee, Eligible Director
or Eligible Consultant;
(p) "Service Provider" means an employee or Insider of the
Corporation or any of its subsidiaries and any other person or
corporation engaged to provide ongoing management or
consulting services for the Corporation or any entity
controlled by the Corporation;
(q) "Share Compensation Arrangement" means a stock option, stock
option plan, employee stock purchase plan or any other
compensation or incentive mechanism involving the issuance or
potential issuance of securities of the Corporation to one or
more Service Providers, including a share purchase from
treasury which is financially assisted by the Corporation by
way of a loan, guaranty or otherwise;
(r) "Shares" means the common shares of the Corporation, as
adjusted in accordance with the provisions of Article 5 of the
Plan; and
(s) "Stock Exchange" means The Toronto Stock Exchange or any other
exchange upon which the Shares are listed and posted for
trading with the greatest volume of trading in the Shares.
Section 1.02 SECURITIES DEFINITIONS: In the Plan, the terms "affiliate",
"associate" and "subsidiary" shall have the meanings given to such terms in the
Securities Act (Ontario).
Section 1.03 HEADINGS: The headings of all articles, sections, and paragraphs in
the Plan are inserted for convenience of reference only and shall not affect the
construction or interpretation of the Plan.
Section 1.04 CONTEXT, CONSTRUCTION: Whenever the singular or masculine are used
in the Plan, the same shall be construed as being the plural or feminine or
neuter or vice versa where the context so requires.
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Section 1.05 REFERENCES TO THIS PLAN: The words "herein", "hereby", "hereunder",
"hereof" and similar expressions mean or refer to the Plan as a whole and not to
any particular article, section, paragraph or other part hereof.
Section 1.06 CANADIAN FUNDS: Unless otherwise specifically provided, all
references to dollar amounts in the Plan are references to lawful money of
Canada.
ARTICLE TWO
PURPOSE AND ADMINISTRATION OF THE PLAN
Section 2.01 PURPOSE OF THE PLAN: The Plan provides for the acquisition of
Shares by Plan Members for the purpose of advancing the interests of the
Corporation through the motivation, attraction and retention of employees and
consultants of the Corporation and the Designated Subsidiaries and to secure for
the Corporation and the shareholders of the Corporation the benefits inherent in
the ownership of Shares by key employees, directors and consultants of the
Corporation and Designated Subsidiaries.
Section 2.02 ADMINISTRATION OF THE PLAN: The Plan shall be administered by the
Committee and the Committee shall have full authority to administer the Plan
including the authority to interpret and construe any provision of the Plan and
to adopt, amend and rescind such rules and regulations for administering the
Plan as the Committee may deem necessary in order to comply with the
requirements of the Plan. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and conclusive
and shall be binding on the Plan Members and the Corporation. No member of the
Committee shall be personally liable for any action taken or determination or
interpretation made in good faith in connection with the Plan and all members of
the Committee shall, in addition to their rights as Directors, be fully
protected, indemnified and held harmless by the Corporation with respect to any
such action taken or determination or interpretation made. The appropriate
officers of the Corporation are hereby authorized and empowered to do all things
and execute and deliver all instruments, undertakings and applications and
writings as they, in their absolute discretion, consider necessary for the
implementation of the Plan and of the rules and regulations established for
administering the Plan. All costs incurred in connection with the Plan shall be
for the account of the Corporation.
Section 2.03 DELEGATION TO COMMITTEE: All of the powers exercisable hereunder by
the Directors may, to the extent permitted by applicable law and as determined
by resolution of the Directors, be exercised by a committee of the Directors
comprised of not less than three Directors.
Section 2.04 RECORD KEEPING: The Corporation shall maintain a register in which
shall be recorded:
(a) the name and address of each Optionee;
(b) the number of Shares subject to Options granted to each
Optionee; and
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(c) the aggregate number of Shares subject to Options.
Section 2.05 DETERMINATION OF PLAN MEMBERS AND PARTICIPATION: The Committee
shall from time to time determine the Plan Members who may participate in the
Plan. The Committee shall from time to time determine the number of shares to be
issued to any Plan Member under the Plan, the Plan Members to whom Options shall
be granted, the number of Shares to be made subject to and the expiry date of
each Option granted to each Plan Member and the other terms of each Option
granted to each Plan Member, all such determinations to be made in accordance
with the terms and conditions of the Plan, and the Committee may take into
consideration the present and potential contributions of and the services
rendered by the particular Plan Member to the success of the Corporation and any
other factors which the Committee deems appropriate and relevant.
Section 2.06 MAXIMUM NUMBER OF SHARES: The maximum number of Shares issuable
under the Plan shall be determined from time to time by the Committee but, in
any case, the maximum number of Shares issuable under:
(a) the Plan;
(b) the Geac Computer Corporation Limited Employee Stock Ownership
Plan II, the Geac Computer Corporation Limited Stock Option
Plan IV and the Geac Computer Corporation Limited Stock Option
Plan V (collectively the "Prior Plans"); and
(c) any additional options granted outside such Prior Plans,
shall not exceed 9,200,000 Shares which number includes:
(i) the 865,888 Shares available for issuance under Prior
Plans which will now be available for issue upon
exercise of Options granted under the Plan;
(ii) the 3,262,530 Shares issuable upon exercise of
options previously granted under Prior Plans which
options will continue to be subject to such Prior
Plans unless such options are surrendered in
accordance with the terms of such Prior Plans,
terminate or expire without being exercised in whole
or in part in which case new Options may be granted
under the Plan covering the Shares not purchased
under such surrendered, terminated or expired
options;
(iii) 500,000 Shares issuable upon exercise of options
granted to an officer and director of the Corporation
on April 26, 1999 which options will continue to be
subject to the terms of such options unless such
options are surrendered in accordance with the terms
thereof, terminate or expire without being exercised
in whole or in part in which case new Options
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may be granted under the Plan covering the Shares not
purchased under such surrendered, terminated or
expired options; and
(iv) an additional 4,571,582 Shares not previously
available under the Prior Plans or upon exercise of
any previously granted options and which are now
available for issue upon exercise of Options granted
under the Plan.
In addition, the maximum aggregate number of shares reserved for issue
at any time upon the exercise of Options granted to Insiders shall not
exceed 10% of the total number of Shares then outstanding. The
aggregate number of Shares reserved for issue to any one person upon
the exercise of Options shall not exceed 5% of the total number of
Shares then outstanding. In addition, the maximum number of Shares
issuable to Insiders pursuant to the Plan and any other Share
Compensation Arrangement, within a one-year period, shall not exceed
10% of the total number of Shares then outstanding. The maximum number
of Shares issuable to any one Insider and the associates of such
Insider pursuant to the Plan and any other Share Compensation
Arrangement, within a one-year period, shall not exceed 5% of the total
number of Shares outstanding. For purposes of this Section 2.06 the
number of Shares then outstanding shall mean the number of Shares
outstanding on a non-diluted basis immediately prior to the proposed
grant of the applicable Option or issue of Shares, as the case may be,
excluding Shares issued pursuant to Share Compensation Arrangements
over the preceding one-year period. If the Corporation repurchases for
cancellation Shares such that any of the foregoing percentage tests are
not met following such repurchase, this shall not constitute
non-compliance under the Plan for any Options then outstanding.
Section 2.07 GRANT OF OPTIONS TO ELIGIBLE DIRECTORS: The aggregate number of
Options which may be granted under this Plan to Eligible Directors who are not
employees or officers of the Corporation or a Designated Subsidiary as a group
shall not exceed 360,000, provided that, subject to regulatory approval, such
number may be increased to a number equal to the product of 40,000 multiplied by
the number of Eligible Directors who are not employees or officers of the
Corporation or a Designated Subsidiary. To the extent that Options are exercised
by Eligible Directors who are not employees or officers of the Corporation or a
Designated Subsidiary, the aggregate number of Options available will be reduced
by the number of Options so exercised.
Section 2.08 ADDITIONAL EXTENSITY OPTIONS. Notwithstanding Section 2.06, the
Corporation may grant Options to acquire up to 1,400,000 Shares to Eligible
Employees who are employees or officers of the Corporation's subsidiary,
Extensity, Inc., provided that such Options are granted on or prior to April 7,
2003. The Shares issuable pursuant to such Options shall not be counted for
purposes of the maximum number of Shares issuable under the Plan by virtue of
Section 2.06. Notwithstanding Section 3.04, if an Option granted pursuant to
this Section 2.08 is surrendered, expires or terminates, no new Options may be
granted covering the Shares not purchased under such surrendered, terminated or
expired Option granted pursuant to this Section 2.08. Section 4.03 shall not
apply to the Options granted pursuant to this Section 2.08 nor to Shares which
may be acquired pursuant to the exercise of such Options from time to time, and
accordingly also shall not apply to the Plan Members who are issued such Shares
or granted such Options.
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Section 2.09 ADDITIONAL COMSHARE OPTIONS. Notwithstanding Section 2.06, the
Corporation may grant Options to acquire up to 1,680,000 Shares to Eligible
Employees who are employees or officers of the Corporation's subsidiary,
Comshare, Incorporated, provided that such Options are granted on or prior to
October 1, 2003. The Shares issuable pursuant to such Options shall not be
counted for the purposes of the maximum number of Shares issuable under the Plan
by virtue of Section 2.06. Notwithstanding Section 3.04, if an Option granted
pursuant to this Section 2.09 is surrendered, expires or terminates, no new
Options may be granted covering the Shares not purchased under such surrendered,
terminated or expired Option granted pursuant to this Section 2.09. Section 4.03
shall not apply to the Options granted pursuant to this Section 2.09 nor to
Shares which may be acquired pursuant to the exercise of such Options from time
to time, and accordingly also shall not apply to the Plan Members who are issued
such Shares or granted such Options.
ARTICLE THREE
SHARE OPTION PLAN
Section 3.01 THE PLAN AND PLAN MEMBERS: A share option plan is hereby
established for Eligible Employees, Eligible Directors and Eligible Consultants.
Section 3.02 EXERCISE PRICE: The price per share at which any Share which is the
subject of an Option may be purchased shall be determined by the Committee at
the time the Option is granted, provided that such price shall be not less than
the arithmetic average of the high and low board lot prices of the Shares on the
Stock Exchange on the five trading days immediately preceding the date of grant.
Section 3.03 TERM OF OPTION: The Option Period for each Option shall be such
period of time as shall be determined by the Committee, provided that no Option
Period shall exceed 10 years.
Section 3.04 LAPSED OPTIONS: If Options granted under the Plan are surrendered
in accordance with the terms of the Plan, terminate or expire without being
exercised in whole or in part, new Options may be granted covering the Shares
not purchased under such surrendered, terminated or expired Options.
Section 3.05 LIMIT ON OPTIONS TO BE EXERCISED: Subject to Sections 3.08, 3.09
and 3.10 hereof, Options may be exercised during the Option Period after the
first year thereof only in accordance with the vesting schedule determined by
the Committee at the time of the grant of the Option, which vesting schedule may
include performance vesting or acceleration of vesting in certain circumstances
and which may be amended by the Committee from time to time with respect to a
particular Option.
Section 3.06 ELIGIBLE PLAN MEMBERS ON EXERCISE: An Option may be exercised by
the Optionee in whole at any time, or in part from time to time, during the
Option Period as specified in Section 3.05, provided however that, except as
otherwise specifically provided in Sections
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3.08, 3.09 or 3.10 hereof, no Option may be exercised unless the Optionee at the
time of exercise thereof is:
(a) in the case of an Eligible Employee, an officer of the
Corporation or a Designated Subsidiary or in the employment of
the Corporation or a Designated Subsidiary and has been
continuously an officer or so employed since the date of grant
of such Option, provided however that a leave of absence with
the approval of the Corporation or such Designated Subsidiary
shall not be considered an interruption of employment for
purposes of the Plan;
(b) in the case of an Eligible Director, a Director or a director
of a Designated Subsidiary and has been such a director since
the date of grant of such Option; and
(c) in the case of an Eligible Consultant, engaged to provide
services to the Corporation or any of its Designated
Subsidiary and has been continuously so engaged since the date
of grant of such Option.
Section 3.07 PAYMENT OF EXERCISE PRICE: The issue of Shares on exercise of any
Option shall be contingent upon receipt by the Corporation of payment of the
aggregate purchase price for the Shares in respect of which the Option has been
exercised by cash or certified cheque delivered to the registered office of the
Corporation together with a validly completed notice of exercise substantially
in the form attached hereto. No Optionee or legal representative, legatee or
distributee of any Optionee will be, or will be deemed to be, a holder of any
Shares with respect to which such Optionee was granted an Option, unless and
until certificates for such Shares are issued to such Optionee, or legal
representative, legatee or distributee of any Optionee, under the terms of the
Plan. Subject to Section 3.11 hereof, upon an Optionee exercising an Option and
paying the Corporation the aggregate purchase price for the Shares in respect of
which the Option has been exercised, the Corporation shall as soon as
practicable issue and deliver a certificate representing the Shares so
purchased.
Section 3.08 ACCELERATION ON TAKE-OVER BID: If there is a take-over bid (within
the meaning of the Securities Act (Ontario)) made for all or any of the issued
and outstanding Shares then the Committee may, by resolution, permit all Options
outstanding to become immediately exercisable, notwithstanding Section 3.05
hereof, in order to permit Shares issuable under such Options to be tendered to
such bid.
Section 3.09 EFFECT OF DEATH: If a Plan Member dies while an Optionee, any
Option held by such Optionee at the date of death shall become immediately
exercisable notwithstanding Section 3.05 hereof, and shall be exercisable in
whole or in part only by the person or persons to whom the rights of the
Optionee under the Option shall pass by the will of the Optionee or the laws of
descent and distribution for a period of twelve months after the date of death
of the Optionee or prior to the expiration of the Option Period in respect of
the Option, whichever is sooner.
Section 3.10 EFFECT OF TERMINATION OR RETIREMENT: If a Plan Member shall:
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(a) cease to be a Director or a director of any Designated
Subsidiary (and is not or does not continue to be an employee
thereof); or
(b) cease to be employed by, or provide services to, or be an
officer of the Corporation or any of its Designated
Subsidiaries (and is not or does not continue to be a director
or senior officer thereof), or any corporation engaged to
provide services to the Corporation or any of its Designated
Subsidiaries, for any reason (other than death, Termination
for cause or Retirement (as defined below)), or shall receive
notice from the Corporation or any of its Designated
Subsidiaries of the termination of his or her Employment
Contract;
(collectively, "Termination") such Plan Member may, but only for a period of 30
days next succeeding such Termination (which days shall not include the days on
which the Plan Member's ability to trade in the Corporation's securities is
restricted by the Corporation), exercise his or her Options to the extent that
such Plan Member was entitled to exercise such options at the date of such
Termination in each case unless otherwise determined by the Committee, provided
that in no event shall such right extend beyond the Option Period.
Notwithstanding the foregoing:
(a) in the event of a Termination of an Eligible Employee for
"cause", such Plan Member's Options shall expire and terminate
immediately upon the date of such Termination; and
(b) in the event an Eligible Employee retires from service to the
Corporation or a Designated Subsidiary in accordance with the
retirement policy of the Corporation as it may exist from time
to time ("Retirement"), such Plan Member may for a period of
one year following such Retirement, exercise his or her
Options which have vested or shall vest within such one year
period following Retirement, provided that in no event shall
such right extend beyond the Option Period.
This section 3.10 is subject to any Employment Contract and, in such case, any
necessary regulatory approval, including the approval of The Toronto Stock
Exchange.
Section 3.11 NECESSARY APPROVALS: The obligation of the Corporation to issue and
deliver any Shares in accordance with the Plan shall be subject to receipt of
any necessary approval of any stock exchange or regulatory authority having
jurisdiction over the securities of the Corporation and compliance with other
applicable corporate legislation. If any Shares cannot be issued to any Plan
Member for whatever reason, the obligation of the Corporation to issue such
Shares shall terminate and any Option exercise price paid to the Corporation
shall be returned to the Plan Member.
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ARTICLE FOUR
WITHHOLDING TAXES AND SECURITIES LAWS
OF THE UNITED STATES OF AMERICA
Section 4.01 NON-QUALIFYING PLAN: The Plan is not meant to qualify as an
incentive stock option plan pursuant to section 422 of the Internal Revenue
Code.
Section 4.02 WITHHOLDING TAXES: The Corporation or any Designated Subsidiary may
take such steps as are considered necessary or appropriate for the withholding
of any taxes which the Corporation or any Designated Subsidiary is required by
any law or regulation of any governmental authority whatsoever to withhold in
connection with any Option or Share including, without limiting the generality
of the foregoing, the withholding of all or any portion of any payment or the
withholding of the issue of Shares to be issued upon the exercise of any Option,
until such time as the Plan Member has paid the Corporation or any Designated
Subsidiary for any amount which the Corporation or Designated Subsidiary is
required to withhold with respect to such taxes.
Section 4.03 SECURITIES LAWS OF THE UNITED STATES OF AMERICA: Neither the
Options which may be granted pursuant to the provisions of the Plan nor the
Shares which may be acquired pursuant to the exercise of Options have been
registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or under any securities law of any state of the United States
of America. Accordingly, any Plan Member who is a U.S. person and is issued
Shares or granted an Option in a transaction which is subject to the U.S.
Securities Act or the securities laws of any state of the United States of
America may be required to represent, warrant, acknowledge and agree that:
(a) the Plan Member is acquiring the Option and/or any Shares as
principal and for the account of the Plan Member;
(b) in granting the Option and/or issuing the Shares to the Plan
Member, the Corporation is relying on the representations and
warranties of the Plan Member to support the conclusion of the
Corporation that the granting of the Option and/or the issue
of Shares do not require registration under the U.S.
Securities Act or to be qualified under the securities laws of
any state of the United States of America;
(c) each certificate representing Shares issued may be required to
have the following legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO
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THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (D) IN
COMPLIANCE WITH CERTAIN OTHER PROCEDURES SATISFACTORY TO THE
CORPORATION."
provided that if such Shares are being sold outside the United
States of America in compliance with the requirements of Rule
904 of Regulation S under the U.S. Securities Act, and in
compliance with applicable local laws and regulations, the
foregoing legend may be removed by providing a declaration
addressed to the Corporation and the registrar and transfer
agent for the Shares to the following effect:
"The undersigned (a) acknowledges that the sale of the
_____________________ Shares, represented by certificate
numbers _______________, to which this declaration relates is
being made in reliance on Rule 904 of Regulation S under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), and (b) certifies that (1) it is not an
"affiliate" (as defined in Rule 405 under the U.S. Securities
Act) of Geac Computer Corporation Limited, (2) the offer of
such Shares was not made to a person in the United States and
either (a) at the time the buy order was originated, the buyer
was outside the United States, or the seller and any person
acting on its behalf reasonably believe that the buyer was
outside the United States or (b) the transaction was executed
on or through facilities of The Toronto Stock Exchange and
neither the seller nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the
United States, and (3) neither the seller nor any person
acting on its behalf engaged in any directed selling efforts
in connection with the offer and sale of such Shares. Terms
used herein have the meanings given to them by Regulation S.";
and provided further that if such Shares are being sold
pursuant to an exemption from registration under the U.S.
Securities Act provided by Rule 144 thereunder, the foregoing
legend may be removed by delivery to the registrar and
transfer agent for the Shares of an opinion of counsel, of
recognized standing reasonably satisfactory to the
Corporation, to the effect that such legend is no longer
required under applicable requirement of the U.S. Securities
Act or state securities laws;
(d) other than as contemplated by Subsection 4.03(c) hereof, prior
to making any disposition of any Shares acquired pursuant to
the Plan which might be subject to the registration
requirements of the U.S. Securities Act, the Plan Member shall
give written notice to the Corporation describing the manner
of the proposed disposition and containing such other
information as is necessary to enable counsel for the
Corporation to determine whether registration under the U.S.
Securities Act or qualification under any securities laws of
any state of the United States of America is required in
connection with the proposed disposition and whether the
proposed disposition is otherwise in compliance with such
legislation and the regulations thereto;
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(e) other than as contemplated by Subsection 4.03(c) hereof, the
Plan Member will not attempt to effect any disposition of the
Shares owned by the Plan Member and acquired pursuant to the
Plan or of any interest therein which might be subject to the
registration requirements of the U.S. Securities Act in the
absence of an effective registration statement relating
thereto under the U.S. Securities Act or an opinion of counsel
satisfactory in form and substance to counsel for the
Corporation that such disposition would not constitute a
violation of the U.S. Securities Act and then will only
dispose of such Shares in the manner so proposed;
(f) the Corporation may place a notation on the records of the
Corporation to the effect that none of the Shares acquired by
the Plan Member pursuant to the Plan shall be transferred
unless the provisions of the Plan have been complied with; and
(g) the effect of these restrictions on the disposition of the
Shares acquired by the Plan Member pursuant to the Plan is
such that the Plan Member may not be able to sell or otherwise
dispose of such Shares for a considerable length of time in a
transaction which is subject to the provisions of the U.S.
Securities Act other than as contemplated by Subsection
4.03(c) hereof.
ARTICLE FIVE
GENERAL
Section 5.01 EFFECTIVE TIME OF PLAN: The Plan shall become effective upon a date
to be determined by the Directors.
Section 5.02 AMENDMENT OF PLAN: The Committee may from time to time in the
absolute discretion of the Committee amend, modify and change the provisions of
the Plan or any Options granted pursuant to the Plan, provided that any
amendment, modification or change to the provisions of the Plan or any Options
granted pursuant to the Plan which would:
(a) materially increase the benefits under the Plan or any Options
granted pursuant to the Plan;
(b) increase the number of Shares, other than by virtue of
Sections 5.06 and 5.07 of the Plan, which may be issued
pursuant to the Plan; or
(c) materially modify the requirements as to eligibility for
participation in the Plan;
shall only be effective upon such amendment, modification or change being
approved by the shareholders of the Corporation if required by the Stock
Exchange and any other regulatory authority having jurisdiction over the
securities of the Corporation. Any amendment, modification or change of any
provision of the Plan or any Options granted pursuant to the Plan shall be
subject to approval, if required, by any regulatory authority having
jurisdiction over the securities of the Corporation. Notwithstanding the above,
any amendment, modification or
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change to the provisions of the Plan or any Options granted pursuant to the Plan
which would result or effectively result in a reduction in the exercise price or
an extension of the expiry date of Options beyond a period of 10 years from the
date of grant granted to Insiders shall only be effective upon such amendment,
modification or change being approved by the shareholders of the Corporation.
Section 5.03 NON-ASSIGNABLE: No rights under the Plan and no Option awarded
pursuant to the provisions of the Plan are assignable or transferable by any
Plan Member other than pursuant to a will or by the laws of descent and
distribution or, upon receipt of all necessary regulatory approvals, as may be
approved by the Committee.
Section 5.04 RIGHTS AS A SHAREHOLDER: No Optionee shall have any rights as a
shareholder of the Corporation with respect to any Shares which are the subject
of an Option. No Optionee shall be entitled to receive, and no adjustment shall
be made for, any dividends, distributions or other rights declared for
shareholders of the Corporation for which the record date is prior to the date
of exercise of any Option.
Section 5.05 NO CONTRACT OF EMPLOYMENT: Nothing contained in the Plan shall
confer or be deemed to confer upon any Plan Member the right to continue in the
employment of, or to provide services to, the Corporation or any Designated
Subsidiary nor interfere or be deemed to interfere in any way with any right of
the Corporation or any Designated Subsidiary to discharge any Plan Member at any
time for any reason whatsoever, with or without cause. Participation in the Plan
by a Plan Member shall be voluntary.
Section 5.06 CONSOLIDATION, MERGER, ETC.: If there is a consolidation, merger or
statutory amalgamation or arrangement of the Corporation with or into another
corporation, a separation of the business of the Corporation into two or more
entities or a transfer of all or substantially all of the assets of the
Corporation to another entity, upon the exercise of an Option under the Plan,
the holder thereof shall be entitled to receive the securities, property or cash
which the holder would have received upon such consolidation, merger,
amalgamation, arrangement, separation or transfer if the holder had exercised
the Option immediately prior to such event, unless the Directors otherwise
determine the basis upon which such Option shall be exercisable, which may
include permitting all Options outstanding at the time of such event to become
immediately exercisable, notwithstanding Section 3.05 hereof.
Section 5.07 ADJUSTMENT IN NUMBER OF SHARES SUBJECT TO THE PLAN: In the event
there is any change in the Shares, whether by reason of a stock dividend,
consolidation, subdivision, reclassification or otherwise, an appropriate
adjustment shall be made by the Committee in:
(a) the number of Shares available under the Plan;
(b) the number of Shares subject to any Option; and
(c) the exercise price of the Shares subject to Options.
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If the foregoing adjustment shall result in a fractional Share, the fraction
shall be disregarded. All such adjustments shall be conclusive, final and
binding for all purposes of the Plan.
Section 5.08 SECURITIES EXCHANGE TAKE-OVER BID: In the event that the
Corporation becomes the subject of a take-over bid (within the meaning of the
Securities Act (Ontario)) pursuant to which 100% of the issued and outstanding
Shares are acquired by the offeror either directly or as a result of the
compulsory acquisition provisions of the Act, and where consideration is paid in
whole or in part in equity securities of the offeror, the Committee may send
notice to all Optionees requiring them to surrender their Options within 10 days
of the mailing of such notice, and the Optionees shall be deemed to have
surrendered such Options on the tenth day after the mailing of such notice
without further formality, provided that:
(a) the offeror delivers with such notice an irrevocable and
unconditional offer to grant replacement options to the
Optionees on the equity securities offered as consideration;
(b) the Committee has determined, in good faith, that such
replacement options have substantially the same economic value
as the Options being surrendered; and
(c) the surrender of Options and the granting of replacement
options can be effected on a tax free roll-over basis under
the Income Tax Act (Canada).
Section 5.09 NO REPRESENTATION OR WARRANTY: The Corporation makes no
representation or warranty as to the future market value of any Shares issued in
accordance with the provisions of the Plan.
Section 5.10 COMPLIANCE WITH APPLICABLE LAW: If any provision of the' Plan or
any Option contravenes any law or any order, policy, by-law or regulation of any
regulatory body having jurisdiction, then such provision shall be deemed to be
amended to the extent necessary to bring such provision into compliance
therewith.
Section 5.11 INTERPRETATION: This Plan shall be governed by and construed in
accordance with the laws of the Province of Ontario.
As at September -, 2003.
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SCHEDULE "A"
NOTICE OF EXERCISE
To: Geac Computer Corporation Limited (the "Corporation")
11 Allstate Parkway, Suite 300
Markham, Ontario
L3R 9T8
The undersigned hereby notifies the Corporation pursuant to
Section 3.07 of the Geac Computer Corporation Limited Stock Option Plan VI (the
"Plan") that the undersigned is hereby exercising Options to acquire common
shares of the Corporation granted pursuant to the Plan. The particulars of such
exercise are as follows:
(a) Number of Options to be exercised: __________________
(b) Exercise Price per Option: __________________
(c) Expiry date of Option: __________________
(d) Aggregate purchase price (tendered
in cash or by certified cheque): ___________________ ((a) x(b))
Dated this ____________ day of _________________, ____________.
_________________________________________
Signature
_________________________________________
Name of Optionee (Please print)
_________________________________________
Address
_________________________________________