Exhibit 10.5
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT (the "Amendment"), effective as of February 21, 2001, by and
among IMRglobal Corp., a Florida corporation with principal executive offices at
100 South Missouri Avenue, Clearwater, Florida 33756 (the "Company"), CGI Group
Inc., a Quebec corporation with principal executive offices at 1130 Sherbrooke
West, Montreal, Quebec, H3A 2M8 ("CGI") and Vincent Addonisio (the "Employee"),
hereby amends the executive employment agreement between the Employee and the
Company, dated October 19, 1999 (the "Agreement").
WHEREAS, the Employee has been and is presently employed by the Company
pursuant to the Agreement;
WHEREAS, the Company has entered into an Agreement and Plan of Merger with CGI
and CGI Florida Corporation of even date herewith, pursuant to which the Company
will become a wholly-owned subsidiary of CGI (the "Merger Agreement"); and
WHEREAS, the Employee and the Company have determined that it is in each of
their best interests, and in the best interests of the Company's shareholders,
for the terms of the Employee's employment with the Company to be modified as
provided herein.
NOW THEREFORE, in consideration of the Company and CGI entering into the Merger
Agreement and for other covenants and agreements herein contained, the parties
hereto agree to amend the Agreement as follows:
1. Immediately prior to the Effective Time (as such term is defined under the
Merger Agreement) all amounts (principal and interest) owed by Employee
pursuant to loan agreements dated May 26, 1998 and September 8, 1999 (the
"Loans") will be written off or cancelled by the Company.
2. Notwithstanding anything to the contrary in the Agreement, Employee
hereby undertakes not to terminate the Agreement by way of Voluntary
Termination (as such term is defined in the Agreement), other than by
reason of death or Permanent Disability (as such term is defined in the
Agreement), for a period of at least 6 months following the Effective
Time. In the event Employee breaches the foregoing undertaking, the
Company shall have the right to claim from Employee, at any time
thereafter, an amount equal to the Loans.
3. In the event Employee's employment with the Company is terminated for
any reason after the Effective Time, all of the stock options to
purchase shares of the Company common stock that were granted prior to
the Effective Time and converted into options to purchase shares of CGI
Class A Subordinate Shares on the Effective Date (as such term is
defined in the Merger Agreement), shall become immediately and fully
exercisable on the termination date and remain exercisable thereafter
for a period of 36 months.
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4. This Amendment shall terminate, without any action by any of the parties
hereto, upon termination of the Merger Agreement without the transactions
contemplated therein having been consummated in accordance with its terms.
No amendment or waiver under this Amendment shall be effected without the
written consent of CGI.
5. Except as otherwise provided herein, the Agreement shall remain unchanged
and shall remain in full force and effect.
[Signatures on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day
and year set forth below.
IMRGLOBAL, CORP.
By: /s/ Satish K. Sanan
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Date: February 21, 2001
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CGI GROUP INC.
By: /s/ Serge Godin
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Date: February 21, 2001
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VINCENT ADDONISIO
/s/ Vincent Addonisio
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Date: February 21, 2001
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