EXHIBIT 4.6
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THE DESCARTES SYSTEMS GROUP INC.
STOCK OPTION PLAN OPTION AGREEMENT
To: Arthur Mesher
Date: SEPTEMBER 30, 2004
Re: The Descartes Systems Group Inc. Stock Option Plan
Attached hereto is a copy of The Descartes Systems Group Inc. Stock Option Plan
(the "Plan") that has been approved by the Board of Directors of The Descartes
Systems Group Inc. (the "Company").
This is to advise you that you are entitled to participate in the Plan and have
been granted an option to purchase 400,000 common shares (the "Shares") in the
capital of the Company.
1. The exercise price of the option is Cdn. $1.35 per share.
2. Your option may be exercised in whole or in part, subject to the
vesting schedule described in Section 3, at any time or from time to
time, up to and including, but not after, SEPTEMBER 30, 2011 on which
date your option, unless terminated earlier on the basis set forth in
the following sentence or the Plan, shall expire. Subject to the
foregoing, in the event of the termination of your employment with the
Company or its Affiliates (as defined in the Plan) other than for cause
or as a result of resignation, that portion of the option that has not
vested on the date you receive such notice of termination (the "Notice
Date") shall expire and terminate on the Notice Date, and that portion
of the option that has vested on the Notice Date shall expire and
terminate on the date six months after the Notice Date.
3. Subject to Sections 2 and 6, your option shall vest in accordance
with the following vesting schedule:
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VESTING DATE NO. OF OPTIONS FROM
GRANT VESTING ON THIS
VESTING DATE
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March 7, 2006 20,000
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June 7, 2006 20,000
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September 7, 2006 20,000
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December 7, 2006 20,000
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March 7, 2007 20,000
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June 7, 2007 20,000
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September 7, 2007 20,000
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December 7, 2007 20,000
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March 7, 2008 20,000
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June 7, 2008 20,000
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September 7, 2008 20,000
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December 7, 2008 20,000
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March 7, 2009 20,000
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June 7, 2009 20,000
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September 7, 2009 20,000
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December 7, 2009 20,000
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March 7, 2010 20,000
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June 7, 2010 20,000
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September 7, 2010 20,000
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December 7, 2010 20,000
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4. The terms and conditions of the Plan are hereby deemed to be
incorporated into and to form part hereof. If there is a conflict
between any provision of this Agreement and any provision of the Plan,
the relevant provision of this Agreement shall prevail.
5. No share certificates representing the Shares shall be delivered
until payment of the exercise price for the Shares has been made in
full.
6. Notwithstanding any other provision of the Plan or this Agreement,
if a Change of Control occurs, then all options granted pursuant hereto
that remain unvested as of the date of any such termination shall
immediately vest on such date.
A "Change in Control" shall be deemed to have occurred if (i) any
person (as defined in the Securities Act (Ontario)) becomes, after the
date hereof, the owner or "beneficial owner" (as defined in the
Securities Act (Ontario)), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the
Company's then outstanding securities; (ii) during any two year period,
individuals who at the beginning of such period constitute the Board,
including for this purpose any additional director whose election was
approved by a vote of a majority of the directors then in office or who
were appointed by the directors then in office, cease for any reason to
constitute a majority thereof; (iii) the Company consummates a merger,
amalgamation, arrangement or consolidation of the Company or other
similar transaction with or into another corporation (a
"Reorganization"), the result of which is that the shareholders of the
Company at the time of the execution of the agreement relating to the
Reorganization own less than 50% of the total equity of the corporation
surviving or resulting from the Reorganization or of a corporation
owning, directly or indirectly, 100% of the total equity of such
surviving or resulting corporation; or (iv) the sale in one or a series
of transactions of all or substantially all of the assets of the
Company.
7. Notwithstanding any other provision of the Plan or this Agreement,
if you are terminated without "Cause" (as defined in your Employment
Agreement), then any portion of your option that is unvested at the
date of notice of such termination shall immediately and automatically
vest as of the date of such notice of termination.
If you desire to accept this option, please so indicate in the space below.
Please note that acceptance does not constitute an exercise of the option.
Options must be exercised in accordance with the terms and conditions of the
Plan by completing and submitting a subscription substantially in the form of
Schedule A annexed to the Plan, accompanied by payment in full of the exercise
price of the option.
THE DESCARTES SYSTEMS GROUP INC.
By: /s/ J. Scott Pagan
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General Counsel and Corporate
Secretary
I hereby accept the above option and agree to
the terms and the conditions set forth above
including the terms and conditions of the Plan.
/s/ Arthur Mesher
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ARTHUR MESHER