Exhibit 4.25
(GEAC LOGO)
GEAC COMPUTER CORPORATION LIMITED
11 Allstate Parkway, Suite 300
Markham, Ontario L3R 9T8
Tel: 905.475.0525
July 2, 2003
Ms. Donna de Winter
Dear Donna:
This letter confirms your employment as Vice President, Financial Affairs of
Geac Computer Corporation Limited ("GEAC") effective August 5, 2003.
You shall serve Geac faithfully to the best of your ability and shall throughout
the term of your employment 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 Vice President, Financial Affairs, you will report to the President and Chief
Executive Officer of Geac, or as directed by the Board of Directors. It is
understood and agreed that time is of the essence in the delivery of corporate
information to the President and Chief Executive Officer.
DETAILS OF YOUR REMUNERATION
1. BASE SALARY:
You will be paid a base salary of $250,000 per annum, subject to annual review.
This will be paid in semi-monthly installments 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. All references to dollar amounts herein are in Canadian
dollars, unless otherwise indicated.
2. BONUS:
Your bonus will be in an amount consistent with other Geac executives holding
similar positions, responsibilities and scope. The bonus formula will allow for
all or part of the calculation to be based on target objectives.
2
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 Geac's
Canadian providers.
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
Subject to approval of Geac's Board of Directors, you will be granted options
(the "Options") to acquire 75,000 common shares of Geac at an exercise price per
share determined by the Board. These Options will be granted subject to Geac's
Stock Option Plan VI. The Options shall vest in four equal instalments
commencing on the first anniversary of the date of grant and ending on the
fourth anniversary of the date of grant. The Options shall have a term of ten
years from the date of grant.
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.
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. 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
substantially to 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 Geac, which
3
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 to (a) your base salary received or receivable by you in respect of the
immediately preceding year plus (b) either (i) the average of the bonuses paid
or payable to you with respect to each of the three preceding years or (ii) if
you have been employed by Geac for fewer than three years at the time of your
termination, the average of the bonuses paid or payable to you with respect to
each of the years in which you have worked for Geac. Subject to the agreement of
the carrier or carriers, Geac will also maintain all of your benefits of
employment, except for your short- and long-term disability benefits, for a
period of 12 months from the date of termination. 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), all unpaid bonuses, all accrued bonuses (such
bonuses to be determined on a proportionate basis having regard to the
proportion of the fiscal year which has elapsed), expenses, benefits and other
amounts payable to you or earned by you up to the termination date. All payments
and amounts will be subject to statutory and other required deductions and
withholdings. 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 30 days 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).
It is agreed that the payments and benefits described in this paragraph are in
full and final satisfaction of any and all claims associated with the
termination of your employment under the Employment Standards Act, 2000, any
other relevant statute or at common law.
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.
4
2. 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), all unpaid bonuses, all accrued bonuses (such
bonuses to be determined on a proportionate basis having regard to the
proportion of the fiscal year which has elapsed), 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 30 days 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).
3. 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 "A".
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.
NON-DISCLOSURE
You agree to be bound by the terms of the Agreement Respecting Confidentiality,
Exclusivity and Non-Solicitation attached hereto as Schedule "B".
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.
5
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
Arbitrations 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 their 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 up to $2,500 (including taxes 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 4, 2003. This offer becomes null and void
should the signed acceptance not be received by that date.
6
Donna, we look forward to welcoming you to the Geac team.
Sincerely,
GEAC COMPUTER CORPORATION LIMITED
By: "Charles S. Jones"
---------------------------
Charles S. Jones
Chairman
ACCEPTED:
"Donna de Winter" July 2/03
- ------------------------------ --------------------
Donna de Winter Date
SCHEDULE "A"
"CHANGE IN CONTROL" means the occurrence of one or more of the following events:
1. The sale, lease or transfer, in one or a series of related
transactions, of all or substantially all of 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;
2
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.
SCHEDULE "B"
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 all 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 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.
2
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 at any time
during the 1 year immediately preceding the effective date of the termination of
my employment; provided, however, that nothing herein shall prevent me from
soliciting, contacting, calling upon or communicating with any customer or
prospective customer of Geac or any of its affiliates that is a pre-existing
customer of any new employer of mine.
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; provided, however, that nothing herein shall
prevent me from soliciting for employment the person who is my executive
assistant immediately prior to the termination of my employment with Geac.
3
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 Markham, this fifth day of August, 2003.
"Donna de Winter" "Carol Casselman"
- ------------------------------ ---------------------------
Donna de Winter (Witness)
Carol Casselman
---------------------------
(Print)