Exhibit 4.17
May 30, 2003
Mr. Arthur Gitajn
69 Woodycrest Avenue
Toronto, Ontario
M4J 3A8
Dear Arthur:
This letter will confirm the terms of your employment as Chief Financial Officer
("CFO") of Geac Computer Corporation Limited ("Geac") effective immediately.
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
You will report to the President and Chief Executive Officer of Geac.
DIRECTORSHIP FOR A NON-COMPETING COMPANY
You may seek appointment to and serve as a Director on the Board of a
corporation or other entity that does not compete with Geac or any of its
affiliates. Any such appointment or election shall be subject to the prior
approval of the President and Chief Executive Officer of Geac, who shall have
the discretion to determine whether such corporation or entity competes with
Geac or any of its affiliates. In addition, you agree that, if at any time after
you become a Director of such corporation or other entity, the President and
Chief Executive Officer of Geac determines and provides written notice to you
that, due to changes in the nature of the business of Geac or its affiliates or
due to changes in the nature of the business of such corporation or other entity
or its affiliates, the business of such other corporation or entity competes
with Geac or any of its affiliates, you will resign such directorship forthwith.
DETAILS OF YOUR REMUNERATION
1. BASE SALARY:
Annual base salary of US$100,000 plus Cdn.$150,000 per annum, subject to annual
review. These amounts 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 paragraph 3 below.
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2. BONUS:
Your bonus will be determined as described in Schedule "A". If your last date of
active employment with Geac occurs after April 30, 2004, you will receive your
FY2004 bonus in accordance with the terms of the FY2004 executive bonus plan. If
your last date of active employment with Geac occurs before April 30, 2004, you
will receive a pro rata portion of your FY2004 target bonus based on the number
of months employed with Geac in FY2004, which bonus shall be paid on the first
payroll date following your last date of active employment. (For purposes of
this provision, if your last date of active employment with Geac falls on or
later than the 15th day of a month, then full credit will be given for the last
month of employment; if your last date of active employment falls on or earlier
than the 14th day of a month, then no credit will be given for the last month of
employment.)
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 as well as in Canada.
4. VACATION:
During each fiscal year of your employment with Geac you will be entitled to 4
weeks paid vacation to be taken at mutually agreeable times.
5. TAX PLANNING FEES:
Geac shall pay (or, at your option, reimburse you) for reasonable fees up to
Cdn.$5,000 per year incurred by you in connection with your annual tax planning
and preparation fees for the calendar years 2003 and 2004 and thereafter upon
approval by the President and Chief Executive Officer.
6. AUTOMOBILE:
During the period of your employment, Geac shall pay you a car allowance of
Cdn.$640 per month.
TAX EQUALIZATION
To hold you harmless for additional taxes you are obliged to pay as a Canadian
resident of Ontario compared to the taxes you would have paid as a U.S. resident
of the State of Maryland, on the first payroll date after the end of each
calendar year Geac shall pay to you an amount such that the net amount after
Canadian tax withholding will equal 7.2% of your gross calendar year
compensation in excess of Cdn.$80,000, and Geac will remit the appropriate tax
withholding to the Canadian tax authorities for the equalization payment. In the
event your employment is terminated or you resign your employment with Geac
(unless such termination is for Cause, in
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which case no payment shall be owing), this payment will be made on the first
payroll date following your last date of employment based on your gross
compensation in excess of Cdn.$80,000 to your last date of employment, and Geac
will remit the appropriate tax withholding to the Canadian tax authorities for
the equalization payment. (If your last date of employment occurs before the
payment of your FY 2003 bonus in July 2003, you will receive an additional tax
equalization payment such that the net amount after Canadian tax withholding
will equal 7.2% of your FY 2003 bonus payment, and this additional tax
equalization payment will be made at the same time as your FY 2003 bonus
payment.) In addition, on the first payroll date following the entering into of
this Agreement Geac shall remit the appropriate tax withholding to Canadian
taxing authorities for the net Cdn.$30,994 paid to you on April 23, 2003 to
compensate you for your additional 2002 income tax liability as a Canadian
resident of Ontario compared to the tax you would have paid as a U.S. resident
of the State of Maryland; and your gross annual compensation for 2003 will
include the gross amount necessary to yield the net Cdn.$30,994 paid to you on
April 23, 2003. In the event that the statutory tax rates for the relevant
jurisdictions change, the parties agree to work in good faith to adjust the tax
equalization formula accordingly.
EXECUTIVE DEVELOPMENT MANAGEMENT PROGRAM
You will be eligible to participate in Geac's Executive Development Management
Program and, as such, will be offered the opportunity to participate in the
advanced senior management training courses offered through Kellogg School of
Business or an equivalent institution.
STOCK OPTIONS
The options to acquire common shares of Geac granted to you prior to the date
hereof shall continue. You shall be considered by the Board along with other
senior executives for the grant of additional options to acquire common shares
of Geac pursuant to Geac's then existing option plan. The options previously
granted to you and any options which may be granted to you in future are herein
referred to as the "Options".
VOLUNTARY RESIGNATION
If you wish to resign your employment with Geac voluntarily you shall provide
Geac with at least three months prior written notice (the "Notice Period"),
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. During this Notice Period you shall fully
cooperate with the Company in devising and carrying out an effective transition
plan. Upon the date of your resignation, Geac shall pay you all unpaid salary
and shall pay any unpaid bonus to that date 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.
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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 immediately 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 Chairman of the Audit Committee of Geac, which demand
specifically identifies the manner in which Geac believes that you have not
substantially performed your duties, (b) the wilful 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
This Agreement has a term that will end on April 30, 2004, unless mutually
extended by the parties before it expires. In the event that this Agreement does
expire, the expiry will be considered to be a "Termination for Any Reason Other
than Cause" for the purposes of this Agreement.
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 your
termination as CFO (the "Last Date of Employment") a lump sum cash payment (the
"Termination Payment") in an amount equal to 150% of the sum of: (a) at your
option, (i) your base salary received or receivable by you in respect of the
immediately preceding twelve months in the normal payroll cycle or (ii) your
base salary for the calendar month preceding the date of termination multiplied
by 12; (b) your annual car allowance; and (c) the annual bonus paid to you in
fiscal year 2002 (as per the fiscal year 2002 proxy circular). Additionally, you
will receive a lump sum payment of U.S. $75,000 for relocation expenses.
Should your employment with Geac as its CFO be ended, you have agreed that you
will remain as a consultant to Geac at your current salary (but with no
entitlement to a bonus, vacation or benefits beyond those set forth below in
this section) for a period of up to six months from the Last Date of Employment.
Upon the mutual agreement of you and the President and Chief Executive Officer
of Geac, you may not be required generally to be in the office, but in any event
you shall be reasonably available to respond to questions and to attend meetings
in the office from time to time.
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Either party may terminate the above-referenced consulting period upon providing
the other party with 30 days' written notice of termination. Upon the ending of
this consulting period, you agree that you will not be entitled to any further
compensation from Geac for the termination of your employment as a consultant
and you also agree to execute a full and final release document in favour of
Geac, in a form acceptable to Geac.
On the first payroll date following your Last Date of Employment, you will
receive a lump sum payment consisting of any outstanding company related
expenses and unused accrued vacation leave and for expenses expected to be
incurred over the next 18 months for cell phone charges (US$2,700), professional
dues (US$1,100), and continuing education (Cdn.$5,100). Subject to the agreement
of the carrier or carriers, Geac will also maintain all of your medical, dental,
disability, and life insurance benefits for a period of 18 months from your Last
Date of Employment. 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 if you, in
fact, obtain such benefit coverage at your own expense. The vesting of Options
shall cease on your Last Date of Employment, and you shall have the right to
exercise Options vested prior to that date for a period of 183 days from the
Last Date of Employment (provided that in no event shall the period during which
you may exercise Options exceed the Option Period of ten years).
All payments made under this section shall be made to you by a U.S. subsidiary
of Geac by direct deposit to an account in the United States designated by you.
Canadian dollar amounts will be converted to U.S. dollars at Geac's prevailing
expense report currency conversion rate. Geac agrees to convert U.S. dollars
back to Canadian dollars at the same rate for a period of thirty days following
payment.
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 employment
by Geac for a reason other than Cause; and
(b) Subject to the agreement of the carrier or carriers, Geac will
also maintain all of your medical, dental and life insurance
benefits for a period of 18 months from your last date of
employment. 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 if you, in fact, obtain such
benefit coverage at your own expense. 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
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other amounts payable to you or earned by you up to the date
of resignation. Also, in such event, all unvested 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 resignation 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.
Notwithstanding the foregoing, you shall be entitled to keep the laptop computer
provided to you by Geac; provided, however, that a condition of this entitlement
shall be that you shall make such computer available to the Geac Information
Technology department prior to the termination of your employment, together with
all information relating to password protection, so as to enable the department
to remove all computer software and information owned by, licensed to or
relating to Geac and its businesses, other than the computer's operating system
software.
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. Subject to limits imposed by law and the terms and
conditions from time to time of Geac's governing statute, by-laws and any
directors' and officers' insurance
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policies, you will continue to be entitled after the time of any such
resignation (and in respect of periods prior to any such resignation) to the
benefit of Geac's policies relating to insurance and indemnification for senior
officers.
CHOICE OF LAW
This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the province of Ontario, Canada.
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 Arbitration Act (Ontario) 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.
LEGAL COSTS
Geac shall pay (or, at your option, shall reimburse you) for the reasonable
legal fees and disbursements incurred by you in connection with the drafting and
negotiation of this Agreement.
ENTIRE AGREEMENT
This Agreement contains the entire agreement between you and Geac and its
affiliates with respect to the subject matter hereof. Any and all other oral or
written representations, agreements, arrangements or understandings between you
and Geac and its affiliates are hereby terminated. Any and all employment rights
you may have with or against Geac or any of its affiliates are contained in this
Agreement.
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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 June 5, 2003. This offer becomes null and void
should the signed acceptance not be returned to me by that time.
Arthur, we look forward to your continued participation on the Geac team.
Sincerely,
Geac Computer Corporation Limited
By: /s/ Paul D. Birch
----------------------------------------------------
Paul D. Birch, President and Chief Executive Officer
ACCEPTED:
/s/ Arthur Gitajn June 3, 2003
- -------------------------------------- --------------------------
ARTHUR GITAJN Date
SCHEDULE "A"
BONUS
- - Fiscal Year 2003: as set forth in the Geac Fiscal 2003 Executive Bonus
Plan, which establishes a targeted base bonus for you of C$150,000. In the
event your last day of employment occurs before the payment of the FY 2003
bonus in July 2003, Geac waives the requirement that you be employed by
Geac at the time the bonus is paid.
- - Fiscal Year 2004: as set forth in the Geac Fiscal 2004 Executive Bonus
Plan, in such form as may be approved by the Board of Directors of Geac,
with a targeted base bonus for you of C$150,000.
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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 Geac'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
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);
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; or
5. During any period of two consecutive years, individuals who at the
beginning of such period constitute the entire Board of Directors of
Geac shall cease for any reason to constitute a majority thereof unless
the election, or the nomination for election by Geac'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;
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;
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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 Computer Corporation Limited ("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 of any of its
affiliates, with a view to the sale or provision of any deliverable or service
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 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 his employment with Geac or an affiliate, nor shall I
directly or indirectly participate in any organization's recruitment or hiring
of employees of Geac or any of its affiliates.
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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.
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 11 Allstate, Markham, Ontario, Canada, this 3rd day of June, 2003.
"Arthur Gitajn" "Tricia Little"
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Arthur Gitajn Witness
Arthur Gitajn Tricia Little
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