EXHIBIT 10.22
EMPLOYMENT CONTRACT
Between:
GEAC Computer Corporation, whose registered offices is located at 11, All Xxxxx
Xxxxxxx xxxxx 000, Xxxxxxx, XXXXXXX X0X 0X0 CDN
Represented by Xx. Xxxx XXXXXXXX
Acting as President and Chief Executive Officer "Xxxx Xxxxxxxx"
PARTY OF THE FIRST PART
and
Xx. Xxxxxxxx XXXXXX
Residing 00 xxxxxx Xxxxxx-Xxx - 00000 XXXXXXX-XXX-XXXXX (XXXXXX)
PARTY OF THE SECOND PART "Xxxxxxxx Xxxxxx"
It has been agreed as follows:
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WHEREAS
As a result of the acquisition of JBA by GEAC Computer Corporation Group the
legal situation of Xx. XXXXXX is modified but his management positions remain
unchanged.
His functions are carried out in direct liaison with the parent company.
This is the reason why the Parties have decided to establish a direct
contractual relation between themselves under the conditions and with the
obligations described below in the present contract.
It has the been agreed as follows:
ARTICLE 1 - PURPOSE OF THE CONTRACT
The present contract is an employment contract governed by French law. It is
intended to fix the reciprocal rights and obligations of the two parties.
ARTICLE 2 - DURATION OF THE CONTRACT
The present contract is concluded for an indefinite length of time.
Unless there is serious misconduct or infractions by Xx. XXXXXX making it
impossible to continue the contract, it may end at any moment upon the
initiative of one or the other Parties provided that there is a reciprocal
notice of three months.
ARTICLE 3 - SENIORITY AND TRIAL PERIOD
It is expressly agreed that the seniority acquired by Xx. XXXXXX since his
starting with PRESYS SA, that is since October 1, 1994, be taken over in full in
the framework of the present contract.
Consequently, Xx. XXXXXX is not subject to any trial period.
ARTICLE 4 - LAW APPLICABLE TO CONTRACT
In accordance with Article 3 of the Treaty of Rome dated June 19, 1980, the
Parties have decided to subject the present contract to the French law.
ARTICLE 5 - FUNCTIONS AND ROLE
Xx. XXXXXX is responsible for the European subsidiaries and is a member of the
management board of GEAC Computer Corporation. As part of his functions, Xx.
XXXXXX is called upon to be the corporate representative of the various
subsidiaries of the Group.
Xx. XXXXXX is in charge of the executive management of the subsidiaries of GEAC
Computer Limited in Europe. To this effect, he will be in charge and will
execute the duties corresponding to the function and corporate mandates that he
will be entrusted with by the subsidiaries which he will control in order to
carry out the management tasks which fall within his functions.
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ARTICLE 6 - COMPENSATION
ARTICLE 6.1 - Global compensation
For all these functions and missions, Xx. XXXXXX shall receive a global gross
yearly compensation of FF1,520,000 paid in 12 instalments as well as a an annual
bonus of FF1,000,000 whose terms and conditions will be mutually defined between
the parties at the beginning of each year.
This compensation is guaranteed by GEAC Computer and will be split, if need be,
between the different companies of the Group.
The compensation will be reviewed each year in May.
Considering the level of Xx. XXXXXX responsibilities, it is expressly agreed
that this global compensation is fixed, independent of the effective duration of
working time and including compensation for paid vacation. Xx. XXXXXX will be
considered as an executive manager, as provided by article L 212-15-1 of the
French Labour Code.
ARTICLE 6.2 - Imputation of compensation paid by Group companies
The compensation paid by the GEAC Group companies of which Xx. XXXXXX is a
corporate representative shall be imputed on the global compensation fixed in
Article 6.1.
In fact, Xx. XXXXXX compensation will be split as follows:
FF800,000 for his UK activities,
FF720,000 for his French activity and Group activity paid in France Bonus will
be paid 50% in the UK and 50% in France.
ARTICLE 7 -PROFESSIONAL OBLIGATIONS
ARTICLE 7.1 - Instructions and reporting
Xx. XXXXXX will carry out his functions in accordance with the instructions of
the chief executive officer (or its delegates) of GEAC Computer Corporation
Limited who is his hierarchical boss.
He undertakes to keep him (them) informed in a regular and continuous manner of
his activities and to submit to his (them) authorization any important action
which he would consider appropriate or necessary to take.
ARTICLE 7.2 - Corporate ethics
Xx. XXXXXX undertakes to carry out his functions in accordance with the legal
regulations applicable to the functions and corporate duties which he will be
entrusted with by the
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subsidiaries which he will control as well as their by-laws internal rules which
they could apply and more generally with the rules and customs which and applied
thereof.
ARTICLE 7.3 - Professional secrecy
Xx. XXXXXX commits himself to respecting absolute professional secrecy as
regards third parties and employees concerning all confidential information
concerning the Group which he may gain knowledge of because of his functions,
unless transmission of this information falls with the framework of his
professional obligations.
ARTICLE 7.4 - Loyalty and non-competition
During the duration of the contract Xx. XXXXXX commits himself to the greatest
loyalty vis-a-vis the GEAC and never to act either personally or professionally
against the interests of the Group. He commits himself to consecrate all of his
business activity for the benefit of the GEAC Group. He shall not directly or
indirectly interest himself or take part in any activities likely to compete
with the activities of the GEAC Group.
ARTICLE 8 - BUSINESS EXPENSES
ARTICLE 8.1 -Company Car
Xx. XXXXXX shall benefit from a company car, with a car allowance of FF15,000
per month for the lease and the maintenance.
GEAC will assume all the costs connected with the use of this car.
ARTICLE 8.2 -
All of the business expenses that Xx. XXXXXX may incur as part of his functions
shall be reimbursed to him upon furnishing vouchers for the expenses.
Such benefits will be declared as "advantage en nature" and duly subject as such
to French social security contributions.
ARTICLE 9 -SOCIAL SECURITY AND WELFARE COVERAGE
ARTICLE 9.1 - Social Security
As a French resident, Xx. XXXXXX shall be submitted to the French social
security.
Because of the fact that GEAC has no permanent representation office in France,
Xx. XXXXXX is personally in charge of paying his social security contributions
assessed on the remuneration due for his professional activities in France, as
provided by article R 243-4 paragraph 2 of the French social security code.
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An independent payroll company will be employed to handle the declaration and
payments of social contributions due on Mr SCIARD's business activity for GEAC.
The cost of processing Mr SCIARD's payroll will be borne by the.
ARTICLE 9.2 - Unemployment insurance
As President Directeur General of JBA PRESYS and Geac France, Xx. XXXXXX shall
be insured against the risk of loss of job under the appropriate unemployment
insurance fund.
ARTICLE 9.3 - Supplemental benefits
Xx. XXXXXX shall benefit, from the retirement, provident and supplemental
medical regimes in force in the Group in France.
ARTICLE 10 - PAID VACATION
Xx. XXXXXX benefits from five weeks of paid vacation. Xx. XXXXXX organizes his
vacation periods with reference to his work and the interests of the enterprise.
ARTICLE 11 - POACHING OF STAFF CLAUSE
Xx XXXXXX undertakes, both during the term of the present contract and for 12
months after its termination, unless expressly agreed otherwise by the Company,
not to recruit, solicit or even contact, directly or indirectly, on his own
behalf or on behalf of third parties or through a company, a list of present or
future employees of the Company or any other person working for or involved in
the business of a company in the GEAC Group. ( the company will provide to Xx
XXXXXX a list of these employees and or business contacts on termination of his
contract)
ARTICLE 12 - EXCLUSIVITY
a) During his employment under this contract, Xx XXXXXX undertakes to work
solely and exclusively for the Company.
b) He also undertakes not to accept any remuneration, bonus, incentive,
commission, trip, gift or more generally any material advantage or benefit in
the form of services from persons or businesses other than the Company, unless
authorized in writing by the management of the Company.
ARTICLE 13 -WORKING DOCUMENTATION
All documents, records, books, price lists, samples, designs, forms,
correspondence, invoices, notices and other goods concerning the working
operations remain the property of the Company.
Xx XXXXXX shall return them to the Company at its request and in any case.
Upon termination or suspension of the present contract, documents and working
materials provided to Xx XXXXXX during the course of his employment shall be
surrendered to the
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Company on the date of termination of his contract of employment or on the date
of his effective departure from the Company.
ARTICLE 14 - FINAL PROVISIONS
The contract is effective as of January 1, 2000.
It substitutes in all of its provisions the employment contract which bound Xx.
XXXXXX to JBA HOLDINGS Plc.
Executed in
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ADDENDUM 1 TO THE EMPLOYMENT CONTRACT
Between:
GEAC Computer Corporation, whose registered offices is located at 11, All Xxxxx
Xxxxxxx, xxxxx 000, Xxxxxxx, XXXXXXX X0X 0X0 CDN
Represented by Xx. Xxxx XXXXXXXX
Acting as President and Chief Executive Officer
"Xxxx Xxxxxxxx"
PARTY OF THE FIRST PART
and
Xx. Xxxxxxxx XXXXXX
Residing 00 xxxxxx Xxxxxx-Xxx - 00000 XXXXXXX-XXX-XXXXX (XXXXXX)
"Xxxxxxxx Xxxxxx"
PARTY OF THE SECOND PART
It has been agreed as follows:
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WHEREAS
Xx. XXXXXX has been hired by GEAC Computer Corporation, under an employment
contract signed the
To take in account the circumstances of the task and responsibilities Xx. XXXXXX
is in charge of, both parties agreed to complete the employment contract with
this current addendum.
IT HAS BEEN AGREED AS FOLLOWS:
THE ARTICLE 2 DURATION of CONTRACT is completed as follows:
In case of termination at the initiative of GEAC Computer Corporation, unless
there is serious misconduct or infractions by Xx. XXXXXX making it impossible to
continue the contract, the enterprise shall pay Xx. XXXXXX a termination
indemnity of eighteen months of global gross salary as at the date of the ending
of relations, increased by a sum equal to the bonus paid for the preceding
calendar year.
This indemnity includes all legal or conventional indemnity.
In case where the legal or conventional indemnity would be higher, it would
substitute to the contractual indemnity agreed above.
All other clauses of the employment contract between Xx. XXXXXX and GEAC
Computer Corporation stay unchanged.
Executed in
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