EXHIBIT 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as
of the 21st day of February, 2001 by and between IMRglobal Corp., Florida
corporation (the "Company"), CGI Group Inc., a company incorporated under the
laws of Quebec ("CGI"), and Satish K. Sanan ("Employee"), an individual.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements of the parties hereto, the parties do hereby covenant and agree
as follows:
1. BACKGROUND.
A. The Employee has been and is presently employed by the Company
pursuant to the executive employment agreement between the Employee and
Information Management Resources, Inc., the predecessor corporation to the
Company, dated October 31, 1996, as amended on January 1, 1999 (the "Prior
Agreement").
B. Simultaneously with the execution of this Agreement, the Company has
entered into an Agreement and Plan of Merger with CGI and CGI Florida
Corporation ("CGI Florida") pursuant to which the Company will become a wholly
owned subsidiary of CGI (the "Merger Agreement").
C. As an inducement and condition to their entering into the Merger
Agreement, CGI and CGI Florida have required that the Employee enter into this
Agreement.
D. The Employee desires to continue in the employ of the Company in
accordance with the terms and conditions herein set forth, and the Company
desires to retain Employee's valuable skills and services for the benefit of the
Company.
E. As of the Effective Time (as defined in the Merger Agreement) this
Agreement shall become effective and shall supersede and cancel the Prior
Agreement. As of and following the Effective Time, the Prior Agreement shall be
of no force or effect and the Employee shall have no rights under the Prior
Agreement.
2. DEFINITIONS. As used in this Agreement and the Exhibits, the following
terms shall have the meaning set forth below, and the parties hereto agree to
be bound by the provisions hereof.
A. BOARD OF DIRECTORS means the Board of Directors of CGI.
B. EFFECTIVE DATE means the Effective Time, as defined in the Merger
Agreement.
C. INITIAL TERM means the basic term of this Agreement, which shall be
two (2) years, beginning on the Effective Date and ending on the date which is
the day before the second anniversary of the Effective Date.
D. PERMANENT DISABILITY means a physical or mental condition which
renders Employee incapable of performing his regular duties hereunder for a
period of one hundred twenty (120) consecutive days. In the event of any
disagreement between Employee and the
Company as to whether Employee is suffering from Permanent Disability, the
determination of Employee's Permanent Disability shall be made by one or more
board certified licensed physicians practicing the specialty of medicine
applicable to Employee's disorder in the Tampa, Florida metropolitan area in
accordance with the provisions of this SECTION 2.D. If either the Company or
Employee desires to initiate the procedure provided in this SECTION 2.D., such
party (the "Initiating Party") shall deliver written notice to the other party
(the "Responding Party") in accordance with the provisions of this Agreement
specifying that the Initiating Party desires to proceed with a medical
examination and the procedures specified in this SECTION 2.D. Such notice shall
include the name, address and telephone number of the physician selected by the
Initiating Party (the "Disability Examination Notice"). If the Responding Party
fails within thirty (30) days after the receipt of the Disability Examination
Notice to designate a physician meeting the standards specified herein, the
physician designated by the Initiating Party in the Disability Examination
Notice shall make the determination of Permanent Disability as provided in this
SECTION 2.D. If the Responding Party notifies the Initiating Party within thirty
(30) days of the receipt by the Responding Party of the Disability Examination
Notice by written notice specifying the physician selected by the Responding
Party for purposes of this SECTION 2.D., then each of the two physicians as so
designated by the respective parties shall each examine Employee. Examinations
shall be made by each such physician within thirty (30) days of such physician's
respective designation. Each physician shall render a written report as to
whether Employee is in such physician's opinion suffering Permanent Disability.
If the two physicians cannot agree, the two physicians shall jointly select a
third physician meeting the standards specified in this SECTION 2.D. within
thirty (30) days after the later report of the two physicians is submitted. The
third physician shall render a written report on the status of Employee within
thirty (30) days of selection and such report shall be dispositive for purposes
of this SECTION 2.D. For purposes of this SECTION 2.D., Employee agrees that he
shall promptly submit to such examinations and tests as such physicians shall
reasonably request for purposes of making a determination of Permanent
Disability as provided herein. Failure or refusal of the Company to designate a
licensed physician determination of Permanent Disability as required in
accordance with this SECTION 2.D. shall constitute a conclusive admission by the
Company that Employee is not suffering from a Permanent Disability as provided
herein. Failure or refusal of Employee to submit to the examination as required
by this SECTION 2.D. shall constitute a conclusive admission by Employee that
Employee is suffering from a Permanent Disability as provided herein.
E. RENEWAL TERMS means the period, if any, following the Initial Term
during which the Agreement is extended as set forth in Section 6.B.
F. TERM means the Initial Term and any Renewal Term.
G. TERMINATION DATE means the following: (i) with respect to
Termination With Cause, the date the Company notifies Employee in writing of the
actions described in SECTION 2.H.(I) and the termination of this Agreement based
thereon, or the date which is twenty (20) days after written notice of violation
to Employee pursuant to SECTION 2.H.(II) which violation is not cured by
Employee; (ii) with respect to the death of Employee, the date of his death;
(iii) with respect to the Employee's Permanent Disability, the date upon which
there is a final determination in accordance with SECTION 2.D. hereof that the
Employee is suffering from a Permanent Disability; (iv) with respect to
Termination Without Cause, the date that is set forth in
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the notice of such termination as the Termination Date; (v) with respect to
Voluntary Termination (other than by reason of the Employee's death or Permanent
Disability), the date that is set forth in the notice of such termination as the
Termination Date; and (vi) with respect to either party's notice of non-renewal
of the Initial Term or the then current Renewal Term, the expiration of the
Initial Term or such Renewal Term as the case may be.
H. TERMINATION WITH CAUSE means the termination of this Agreement and
the employment relationship of the Employee with the Company, only for the
following:
(i) Theft or embezzlement with regard to material property of the
Company; or
(ii) Continued neglect by the Employee in fulfilling his duties
hereunder as a result of alcoholism, drug addiction, or excessive unauthorized
absenteeism, after written notification from the Board of Directors of such
neglect, setting forth in detail the matters involved and Employee's failure to
cure the problem resulting in such neglect within a reasonable time.
I. TERMINATION WITHOUT CAUSE means a termination by the Company of this
Agreement and the employment relationship of Employee with the Company which is
not a Termination With Cause or a Voluntary Termination, including a termination
by the Company or the Employee as a result of the inability of the Employee and
the "CEO" (as defined below) to reasonably agree to the Employee's duties to be
performed during the Term as set forth in SECTION 4 of this Agreement.
J. VOLUNTARY TERMINATION means (i) a termination by the Employee of his
employment with the Company at any time; (ii) termination occurring by reason of
the Employee's death; or (iii) termination occurring by reason of the Employee's
Permanent Disability.
3. EMPLOYMENT. The Company agrees to employ the Employee for the Term, and
Employee agrees to accept such employment upon the terms and conditions set
forth herein. CGI agrees, subject to the Employee's continued employment with
the Company, that (i) the Board will appoint the Employee to the Board to fill
any vacancy in the Board which occurs prior to the first annual meeting of the
shareholders of CGI following the Effective Date at which directors are to be
elected to the Board (the "Next Annual Meeting"), (ii) if no such vacancy
occurs, it will nominate the Employee for election to the Board at the Next
Annual Meeting, subject to any necessary shareholder approval required to
increase the size of the board, and (iii) that until such time as the Employee
becomes a member of the Board, he will be entitled to attend each meeting of the
Board as a non-voting observer. The Employee agrees to resign from his position
as a member of the Board in the event of his termination of employment for any
reason.
4. RESPONSIBILITIES. Pursuant to this Agreement, Employee shall perform such
duties and exercise such powers consistent with the duties performed and the
powers exercised by similarly situated officers of a wholly owned U.S.
subsidiary of CGI as are reasonably agreed to by the Employee and the President
and Chief Executive Officer of CGI (the "CEO") or his designee. In
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performing such duties hereunder, the Employee will report directly to the CEO
or his designee. The Employee shall devote his full business time, attention and
skill to the performance of such duties, services and responsibilities, and will
use his best efforts to promote the interests of the Company. The Employee will
not, without the prior written approval of the CEO or his designee, engage in
any activities which would interfere with the performance of his duties as an
employee of the Company, is in violation of written Company policies, is in
violation of applicable law, or would create a conflict of interest with respect
to the Employee's obligations as an employee of the Company. Notwithstanding the
foregoing, the Employee may operate and manage his horsebreeding business during
the Term so long as such activities do not materially interfere with the
performance of his duties as an employee of the Company or would create a
conflict of interest with respect to the Employee's obligations as an employee
of the Company.
5. COMPENSATION AND REIMBURSEMENTS. The Company shall pay, and the Employee
agrees to accept, as full compensation for services to be rendered hereunder
(including any services by the Employee as an officer, director, employee or
member of any committee of any subsidiary or affiliate of the Company or
otherwise on behalf of the Company) during the Term, the remuneration described
below:
A. ANNUAL SALARY. The Company shall pay the Employee a base annual
salary as of the Effective Date of five hundred thousand U.S. dollars
(U.S.$500,000) per year ("Base Salary"), subject to annual increases which, if
granted, shall be effective on each anniversary of the Effective Date, as the
Board of Directors in its sole discretion deems appropriate in accordance with
the Company's customary procedures regarding the executive officers. Base Salary
shall be payable according to the customary payroll practices of the Company,
but in no event less frequently than monthly.
B. FINANCIAL PERFORMANCE BONUS. In addition to the Base Salary, the
Employee shall be eligible to receive a financial performance bonus in respect
of each full fiscal year ending during the Term of up to 100% of his Base Salary
(at the rate in effect for such year) in accordance with the annual bonus plan
or policy that is available to employees of CGI located in the United States who
are at the executive vice president level, subject to the same terms and
conditions as apply to such other employees (the "Financial Performance Bonus");
PROVIDED, HOWEVER, that the Employee shall be eligible to receive a PRO RATA
portion of the Financial Performance Bonus, payable in respect of the Company's
2001 fiscal year based upon the number of days elapsed from the Effective Date
through September 30, 2001 during which the Employee is employed by the Company,
50% of which shall be based upon the financial performance of the Company during
such period, and 50% of which shall be based upon the financial performance of
CGI during such period. The Financial Performance Bonus payable with respect to
any fiscal year, if any, shall be paid to the Employee at substantially the same
time as the Company pays annual bonuses to its other senior officers, but in no
event later than four (4) months following the end of the applicable fiscal
year.
C. OPTIONS. During the Term, the Employee will be eligible to receive
grants of stock options to purchase shares of CGI common stock that are
consistent with the stock options granted to employees of CGI located in the
United States who are at the executive vice president level, subject to the same
terms and conditions as apply to such other employees.
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D. CAR ALLOWANCES. The Company shall pay a monthly car allowance on
behalf of the Employee payable monthly in accordance with customary practices of
the Company of an amount to be mutually determined by Employee and the Board of
Directors commensurate with Employee's executive office with the Company, but in
no event to exceed U.S.$2000 per month.
E. INSURANCE AND BENEFITS.
(i) The Company shall allow the Employee to participate in or
receive benefits under all employee and executive benefit plans or arrangements
and perquisites of employment, including, without limitation, plans or
arrangements providing for health and disability insurance coverage, life
insurance for the benefit of Employee's beneficiaries, deferred compensation and
pension benefits, and personal financial, investment, legal or tax advice, all
at the level that is available to employees of CGI located in the United States
who are at the executive vice president level, subject to the same terms and
conditions as apply to such other employees.
(ii) The Employee shall be entitled to all holidays recognized in
the United States by the Company and vacation time for not less than four (4)
weeks per year (plus such additional time as is available under the vacation
policy of CGI in effect for executive vice president level employees) with
continuing payment of all compensation as set forth herein. The Employee shall
be reimbursed by the Company for all expenses incurred on behalf of the Company
in accordance with the then current reimbursement policies of the Company. So
long as the Company or CGI owns or has the rights to use an airplane, during the
Term, the Employee shall be entitled to use the airplane for air travel within
North America solely related to the performance of his duties as an employee of
the Company. If neither the Company nor CGI owns or has the rights to use an
airplane at any time during the Term or the Employee otherwise flies on
commercial airlines, the Employee shall be entitled to reimbursement for first
class air travel for air travel solely related to the performance of his duties
as an employee of the Company. Nothing paid to the Employee under any plan,
arrangement or perquisite presently in effect or made available in the future
shall be deemed to be in lieu of the salary and other compensation or payments
paid or payable to the Employee under this Agreement.
(iii) During the Term, (i) the Company shall pay on behalf of the
Employee, or reimburse the Employee for, up to U.S.$106,020 per year for life
insurance premiums on the life insurance policies listed on Exhibit A-1 hereto;
and (ii) the Employee shall be solely responsible for, and promptly pay, and the
Company shall have no obligation with respect to (y) the premiums on the life
insurance policies listed on Exhibit A-1 hereto to the extent the premiums for
such coverage exceed U.S.$106,020, or (z) the premiums on the life insurance
policies listed on Exhibit A-2 hereto. Upon the Employee's termination of
employment for any reason, the Company shall relinquish any security or
collateral interest that it may have in respect of the death benefit and cash
surrender value of the life insurance policies for which the Employee is the
named insured and the Company is paying the premiums (or reimbursing the
Employee for the payment of premiums therefor), and the Company will assign any
rights or interests in such policies to the Employee. Employee further agrees
that from and after the Termination Date, the Company (and any successor
corporation thereto) shall have no obligation to maintain such policies and no
other liability with respect to such policies, including, without limitation,
any obligation to pay, or reimburse the Employee for, any premiums for such
policies which become
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due on or after the Termination Date. The Employee and the Company agree to take
all such action as is necessary to effectuate the foregoing. The Company and the
Employee agree that premiums for the insurance policies shall be paid only at
such times and in such amounts as are required by the terms of such policies.
6. TERMINATION.
A. This Agreement and the Employee's employment with the Company
pursuant to this Agreement will commence on the Effective Date and shall
continue during the Initial Term.
B. In addition to the Initial Term, this Agreement shall be renewed
automatically without the affirmative action of either party for additional
periods of one (1) year each (each a "Renewal Term"), ad infinitum, unless
either party gives written notice of non-renewal at least one hundred twenty
(120) days prior to the expiration of the Initial Term or the then current
Renewal Term.
C. During the Term, the Company or the Employee may terminate this
Agreement, subject to the terms, conditions and obligations hereof, by any of
the following events:
(i) Mutual written agreement expressed in a single document signed
by both the Company and the Employee;
(ii) Voluntary Termination by the Employee (other than by reason of
the death or Permanent Disability of the Employee) upon not less than one
hundred twenty (120) days prior written notice to the Company;
(iii) Termination Without Cause upon not less than one hundred (120)
days prior written notice (or continuation of the Base Salary in lieu of notice)
to the Employee;
(iv) Termination With Cause;
(v) The death of the Employee;
(vi) The Employee's Permanent Disability.
D. In the event of termination of the Employee's employment, for
whatever reason (other than his death), the Employee agrees to cooperate with
the Company, its subsidiaries and affiliates and to be reasonably available to
the Company, its subsidiaries and affiliates with respect to continuing and/or
future matters arising out of the Employee's employment with the Company or any
other relationship with the Company, its subsidiaries and affiliates, whether
such matters are business-related, legal or otherwise. In the event of any such
termination of employment, this Agreement shall be deemed terminated for all
purposes except that the obligations of the Employee under Section 8 and the
obligations of the Company under Section 7, if any, shall survive termination or
expiration of this Agreement.
7. TERMINATION PAYMENTS. If the Employee's employment with the Company
terminates for any reason, the Company's sole obligation hereunder, except as
otherwise provided in this Section 7, shall be to (i) pay the Employee any
accrued and unpaid Base Salary as of the
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Termination Date and (ii) continue to provide the Employee with health and
medical insurance benefits (pursuant to the insurance plans and policies in
which the Employee was participating immediately prior to the Termination Date),
for a twenty-four (24) month period following his termination of employment;
PROVIDED, HOWEVER, that the Company may, in its sole discretion determine to
provide, in lieu of a specified insurance benefit after termination of
employment, the economic equivalent thereof (such continuation of coverage or
payment in lieu thereof shall be in full satisfaction of the Company's
obligation under Section 4980B of the Internal Revenue Code of 1986 and Sections
601-608 of the Employee Retirement Income Security Act of 1974 to provide
continuation coverage). In addition, if the Employee's employment with the
Company terminates pursuant to SECTION 6.C.(III) hereof: (i) so long as the
Employee is not in violation of the covenants contained in SECTION 8 hereof,
during the period beginning on the Termination Date and ending upon the
expiration of either the Initial Term or then current Renewal Term, as
applicable, the Company shall (x) continue to pay the Employee the Base Salary
(at the rate in effect immediately prior to the Termination Date) in accordance
with the normal payroll practices of the Company with respect to base salary,
(y) continue to provide the Employee with the car allowance set forth in Section
5.D. hereof, and (z) continue to pay on behalf of the Employee, or reimburse the
Employee for, the premiums on the life insurance policies listed on Exhibit A-1
hereto as set forth in Section 5E.(iii) hereof; and (ii) all of the stock
options to purchase shares of Company common stock that were granted prior to
the Effective Date and converted into options to purchase shares of CGI Class A
Subordinate Shares on the Effective Date, shall become immediately and fully
exercisable on the Termination Date and remain exercisable thereafter during
such period, and pursuant to such other terms and conditions, as are set forth,
in the option agreement evidencing the grant of such options. For the avoidance
of doubt, the terms of clause (ii) of the immediately preceding sentence shall
not apply to any stock options granted to the Employee on or after the Effective
Date.
8. EMPLOYEE COVENANTS.
A. UNAUTHORIZED DISCLOSURE. The Employee agrees and understands that in
the Employee's position with the Company, the Employee has been and will be
exposed to and has and will receive information relating to the confidential
affairs of the Company and its subsidiaries and affiliates, (i) which derives
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use, and is the subject to efforts that
are reasonable under the circumstances to maintain its secrecy, including but
not limited to technical information, intellectual property, business and
marketing plans, strategies, customer information, software (in any form,
including without limitation source code, object code, executables and related
data and documentation), other information concerning the products, promotions,
development, financing, expansion plans, business policies and practices of the
Company and its subsidiaries and affiliates and other forms of information
considered by the Company and its subsidiaries and affiliates to be confidential
and in the nature of trade secrets (including without limitation ideas, research
and development, know-how, formulas, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information and
business and marketing plans and proposals) ("TRADE SECRETS"), and (ii) which
does not rise to the level of a Trade Secret, but is valuable to the Company and
provided in confidence to the Employee ("CONFIDENTIAL INFORMATION" and together
with Trade Secrets, "PROPRIETARY INFORMATION"). The Employee agrees that during
the Term and thereafter, the Employee will not
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disclose Trade Secrets, either directly or indirectly, to any third person or
entity without the prior written consent of the Company. The Employee further
agrees that during the Term and during the two (2) year period thereafter, the
Employee will not disclose Confidential Information, either directly or
indirectly, to any third person or entity without the prior written consent of
the Company. This covenant, to the extent applicable, has no geographical or
territorial restriction. Upon termination of the Term, the Employee will
promptly supply to the Company all property, keys, notes, memoranda, writings,
lists, files, reports, customer lists, correspondence, tapes, disks, cards,
surveys, maps, logs, machines, technical data and any other tangible product or
document which has been produced by, received by or otherwise submitted to the
Employee during or prior to the Term, and any copies thereof in his (or capable
of being reduced to his) possession.
B. WORK MADE FOR HIRE.
(i) The Employee recognizes and understands that his duties include
or may include the preparation of works, including but not limited to computer
software and computer programs and other written or graphic materials, and that
each such work has been or will be prepared by the Employee as an employee
within the scope of the Employee's employment, and constitutes a "work made for
hire" as that phrase is used in 17 U.S.C. ss. 101 et seq. The Employee
understands that the Company is considered the author of each "work made for
hire" and exclusively owns all of the rights to such work (other than work
relating solely to the Employee's horsebreeding business). The Employee
understands that as owner of each copyright, the Company has the exclusive
rights to use, reproduce, distribute and publicly display the work. Without
limiting the foregoing, to the extent necessary, the Employee assigns and agrees
to assign all intellectual property rights in all such works, including but not
limited to computer software and computer programs and other written or graphic
materials, and agrees to execute all documents necessary to effectuate such
assignments.
(ii) The Employee will promptly disclose to the Company all
inventions, discoveries, improvements, works of authorship, computer programs,
machines, methods of analysis concepts, formulas, compositions, ideas, designs,
processes, techniques, know-how and data, or other intellectual property reduced
to any tangible form, whether or not patentable (collectively "Inventions") made
or conceived or reduced to practice or developed by the Employee, either alone
or jointly with others, during the term of the Employee's employment. The
Employee will also disclose to the Company Inventions conceived, reduced to
practice, or developed by him within six months of the termination of his
employment with the Company; such disclosures shall be received by the Company
in confidence (to the extent they are not assigned under this Agreement) and do
not extend the assignment made in this Agreement. The Employee agrees to keep
and maintain adequate and current written records of all Inventions made by the
Employee (in the form of notes, sketches, drawings and other records as may be
specified by the Company), which records shall be available to and remain the
sole property of the Company at all times.
(iii) The Employee agrees to perform, during and after his
employment, all acts deemed necessary or desirable by the Company to permit and
assist the Company, at the Company's sole expense, in evidencing, perfecting,
obtaining, maintaining, defending and
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enforcing the Company's rights and/or the Employee's assignment with respect to
such Inventions in any and all countries.
(iv) The Employee understands that any Invention which he develops
entirely on his own time not using any of the Company's equipment, supplies,
facilities, or trade secret information and any Invention relating solely to the
Employee's horsebreeding business ("Personal Invention") is excluded from this
Agreement provided such Personal Invention (a) does not relate at the time of
conception or reduction to practice to the Company's business, or research or
development of the Company; and (b) does not result from any work performed by
the Employee for the Company. It is understood that all Personal Inventions made
by the Employee prior to his employment by the Company are excluded from this
Agreement. The Employee agrees to notify the Company in writing before making
any disclosure or performing work on behalf of the Company which appears to
threaten or conflict with proprietary rights the Employee claims in any Personal
Invention. In the event of the Employee's failure to give such notice, the
Employee agrees that he will make no claim against the Company with respect to
any such Personal Invention.
C. NON-COMPETITION. By and in consideration of the Company's entering
into this Agreement and the Merger Agreement and the payments to be made and
benefits to be provided by the Company hereunder and under the Merger Agreement,
and further in consideration of the Employee's exposure to the Proprietary
Information, the Employee agrees that the Employee will not, during the Term,
and thereafter during the two-year period following the Termination Date (the
"RESTRICTED PERIOD"), directly or indirectly, own, manage, operate, join,
control, be employed by, or participate in the ownership, management, operation
or control of, or be connected in any manner with, including but not limited to
holding any position as a shareholder, director, officer, consultant,
independent contractor, employee, partner, or investor in, any Restricted
Enterprise; provided that in no event shall the Employee's ownership as a
passive investor of less than 5% of the outstanding equity securities of any
issuer, standing alone, be prohibited by this SECTION 8.C. For purposes of this
paragraph, "RESTRICTED ENTERPRISE" shall mean any person that is engaged in a
business (i) similar to any of the businesses in which the Company, CGI or any
of their respective subsidiaries is engaged as of the Termination Date, or (ii)
similar to any business in which the Company, CGI or any of their respective
subsidiaries is substantially certain to become engaged as of the Termination
Date and which has been communicated to the Employee prior to the Termination
Date. During the two-year period following the Termination Date, upon request of
the Company, the Employee shall notify the Company of the Employee's
then-current employment status.
D. NON-SOLICITATION. During the Restricted Period, the Employee shall
not, and shall not cause any other person to (i) interfere with or harm, or
attempt to interfere with or harm, the relationship of the Company, any of its
subsidiaries or affiliates with, or endeavor to entice away from the Company or
any of its subsidiaries or affiliates, any person who at any time during the
Term was an employee or customer of the Company, any of its subsidiaries or
affiliates or otherwise had a material business relationship with the Company or
any of its subsidiaries or affiliates or (ii) hire any individual person who at
any time during the Employee's employment with the Company was an employee of
the Company or any of its subsidiaries or affiliates;
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PROVIDED, HOWEVER, that the Employee may hire former employees of the Company
with the prior written consent of CGI, which consent will not be unreasonably
withheld.
E. REMEDIES. The Employee agrees that any breach of the terms of this
SECTION 8 would result in irreparable injury and damage to the Company, its
subsidiaries and/or affiliates for which the Company and/or any of its
subsidiaries or affiliates would have no adequate remedy at law; the Employee
therefore also agrees that in the event of said breach or any threat of breach,
the Company and/or any of its subsidiaries or affiliates, as applicable, shall
be entitled to an immediate injunction and restraining order to prevent such
breach and/or threatened breach and/or continued breach by the Employee and/or
any and all persons and/or entities acting for and/or with the Employee, without
having to prove damages, in addition to any other remedies to which the Company
and/or any of its subsidiaries or affiliates may be entitled at law or in
equity. The terms of this paragraph shall not prevent the Company or its
subsidiaries or affiliates from pursuing any other available remedies for any
breach or threatened breach hereof, including but not limited to the recovery of
damages from the Employee. The Employee and the Company further agree that the
provisions of the covenants contained in this SECTION 8 are reasonable and
necessary to protect the businesses of the Company and of its subsidiaries and
affiliates because of the Employee's access to Proprietary Information and his
material participation in the operation of such businesses. Should a court or
arbitrator determine, however, that any provision of the covenants contained in
this SECTION 8 are not reasonable or valid, either in period of time,
geographical area, or otherwise, the parties hereto agree that such covenants
should be interpreted and enforced to the maximum extent which such court or
arbitrator deems reasonable or valid.
The existence of any claim or cause of action by the Employee
against the Company or any of its subsidiaries or affiliates, whether predicated
on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of the covenants contained in this SECTION 8.
9. RELEASE. The Employee acknowledges and agrees that the receipt and
retention of any of the payments and benefits to be provided to the Employee
upon a termination of the employment, including without limitation, the benefits
to be provided pursuant to Section 7 hereof are contingent upon the Employee's
execution (without subsequent revocation) of a General Release substantially in
the form attached hereto as Exhibit B.
10. SEVERABILITY. If any provision of this Agreement is held to be invalid or
unenforceable by any court of competent jurisdiction, such holdings shall not
affect the enforceability of any other provision of this Agreement, and all
other provisions shall continue in full force and effect.
11. ATTORNEY'S FEES. If a dispute between the parties arises in connection
with this Agreement, the prevailing party as determined through arbitration or
final judgment of a court of competent jurisdiction (which arbitration or
judgment is not subject to further appeal due to the passage of time or
otherwise) shall be entitled to reimbursement from the other party for
reasonable attorneys' fees and expenses incurred by the prevailing party in
connection with the resolution of the dispute.
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12. HEADINGS. The headings of the several paragraphs in this Agreement are
inserted for convenience of reference only and are not intended to affect the
meaning or interpretation of this Agreement.
13. NOTICES. All notices, consents, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given or
delivered if (i) delivered personally; (ii) mailed by certified mail, return
receipt requested, with proper postage prepaid; or (iii) delivered by recognized
courier contracting the same day or next day delivery with signed receipt
acknowledgment to:
(a) To the COMPANY:
100 South Missouri Avenue
Clearwater, FL 33756
Attention: Chief Administrative Officer
(b) To CGI:
1130 Sherbrooke West
Montreal, Quebec H3A 2M8
Attention: President and Chief Executive Officer
(c) To EMPLOYEE:
Satish K. Sanan
163 Woodcreek Drive
Safety Harbor, Florida 34695
or at such other address as the parties hereto may have last designated by
written notice to the other parties. Any item delivered personally or by
recognized courier contracting for same day or next day delivery shall be deemed
on the date of delivery. Any item mailed shall be deemed to have been delivered
on the date evidenced on the return receipt.
14. GENERAL PROVISIONS. This Agreement shall be governed by and construed
under the laws of the State of Florida, without giving effect to its conflict of
law principles. The terms of this Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns. Neither party may
assign his or her rights and obligations under this Agreement to any other
party.
15. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties hereto, and except as otherwise provided in this Agreement, supersedes
and cancels all previous and contemporaneous written and oral agreements,
including, without limitation the Prior Employment Agreement. No amendment or
modification of this Agreement shall be valid or binding unless in writing and
signed by all parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year set forth above.
IMRGLOBAL
BY: /s/ Vincent Addonisio
---------------------------------
Name: Vincent Addonisio
Title: Chief Administrative Officer
DATE: February 21, 2001
-------------------------------
CGI GROUP INC.
BY: /s/ Serge Godin
---------------------------------
Name: Serge Godin
Title: Chairman, president and
chief executive officer
DATE: February 21, 2001
-------------------------------
EMPLOYEE
/s/ Satish K. Sanan
------------------------------------
Satish K. Sanan
DATE: February 21, 2001
-------------------------------
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EXHIBIT A-1
--------------------------------------------------------------------------
POLICY FACE AMOUNT ANNUAL PREMIUM PAID BY
THE COMPANY
--------------------------------------------------------------------------
Security Life $ 500,000 $ 2,300
--------------------------------------------------------------------------
Security Life $ 1,000,000 $ 4,500
--------------------------------------------------------------------------
Prudential $ 3,000,000 $ 23,856
--------------------------------------------------------------------------
Prudential $ 5,000,000 $ 66,132
--------------------------------------------------------------------------
Minnesota Life $ 725,000 $ 9,232
---------
--------------------------------------------------------------------------
$ 106,020
--------------------------------------------------------------------------
13
EXHIBIT A-2
--------------------------------------------------------------------------
POLICY FACE AMOUNT ANNUAL PREMIUM PAID BY
THE EMPLOYEE
--------------------------------------------------------------------------
Nationwide $15,071,000 $ 63,901
--------------------------------------------------------------------------
Mass Mutual $15,000,000 $ 43,550
---------
--------------------------------------------------------------------------
$ 107,451
--------------------------------------------------------------------------
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EXHIBIT B
GENERAL RELEASE
I, SATISH K. SANAN with the intention of binding myself and my heirs,
executors, administrators and assigns, do hereby release, remise, acquit and
forever discharge IMRglobal Corp. (the "Company"), CGI Group Inc. and their
respective present and former officers, directors, employees, agents, attorneys,
executives, affiliated companies, divisions, subsidiaries, successors,
predecessors and assigns (collectively the "Released Parties"), of and from any
and all claims, actions, causes of action, demands, rights, damages, debts, sums
of money, accounts, financial obligations, suits, expenses, attorneys' fees and
liabilities of whatever kind or nature in law, equity or otherwise, whether now
known or unknown, suspected or unsuspected, which I, individually or as a member
of a class, now have, own or hold, or have at any time heretofore had, owned or
held, arising through the date hereof, against any Released Party arising out of
or in any way connected with my employment relationship with the Company and/or
any of its affiliates, including without limitation, any claims for severance or
vacation benefits, unpaid wages, salary or incentive payment, breach of
contract, wrongful discharge, impairment of economic opportunity, intentional
infliction of emotional harm or other tort, or employment discrimination under
any applicable federal, state or local statute, provision, order or regulation
including, but not limited to, any claim under Title VII of the Civil Rights
Act, the Federal Age Discrimination in Employment Act and any similar or
analogous state statute excepting only:
A. any rights I may have pursuant to the terms of any of the
Company's or CGI Group Inc.'s employee benefit plans;
B. any rights I may have pursuant to the terms and conditions of the
Executive Employment Agreement, by and among myself, the
Company and CGI Group Inc., dated February 21, 2001; and
C. any rights to indemnification I may have under applicable
corporate law, the by-laws or certificate of incorporation of the
Company and/or any of its affiliates or as an insured under any
Director's and Officer's liability insurance policy now or
previously in force.
I acknowledge and agree that I have not, with respect to any transaction
or state of facts existing prior to the date of execution of this General
Release, filed any complaints, charges or lawsuits against any of the Released
Parties with any governmental agency or any court or tribunal.
I further declare and represent that I have carefully read and fully
understand the terms of this General Release, that I have been given not less
than twenty-one (21) days to consider this General Release, that I have been
advised to seek, and have had the opportunity to seek, the advice and assistance
of counsel with regard to this General Release, and that I knowingly and
voluntarily, of my own free will, without any duress,
15
being fully informed and after due deliberation and action, accept the terms of
and sign the same as my own free act.
I understand that I may revoke this General Release anytime within seven
(7) days of signing it and that the terms of this General Release will not be
effective until the seven (7) day revocation period expires.
- ----------------------
Satish K. Sanan
STATE OF _______________ )
) SS.
COUNTY OF ______________ )
On this ___ day of ____________, before me personally appeared SATISH K.
SANAN to me known to be the person described in and who executed the General
Release and acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal in the Country and State aforesaid, the day and year first above written.
________________________________
Notary Public
My Commission Expires:
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