EXHIBIT 4.11
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THE DESCARTES SYSTEMS GROUP INC.
STOCK OPTION PLAN OPTION AGREEMENT
To: Xxxxx Xxxxx
Date: MARCH 12, 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 25,000 common shares (the "Shares") in the
capital of the Company.
1. The exercise price of the option is Cdn. $3.18 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, MARCH 12, 2011 on which date
you 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 Section 2, your option shall vest in accordance with the
following vesting schedule:
Options equal to 20% of the Option Number will vest on MARCH 12, 2005.
Additional options equal to 20% of the Option Number will vest on each
of MARCH 12, 2006, MARCH 12, 2007, MARCH 12, 2008 AND MARCH 12, 2009.
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 AND your employment is terminated without
Cause (as defined in you Employment Agreement) within a period of six
(6) months after the effective date of the Change of Control, then all
options granted pursuant hereto that remain unvestcd 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 at least two-thirds of the
directors then in office who were directors at the beginning of the
period, 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.
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.
/s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chief Executive Officer and
President
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/ J. Xxxxx Xxxxx
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Xxxxx Xxxxx
