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Investigation of declined compensation by Charles S. Jones:

Date Quantity Value per Unit Total Value Description
Dec 00 - Jul 03 2.7 years C$440,910/yr2 C$1,190,457 Mr. Jones declined a salary as chairman of $440,910 offered by the Board, as the previous Chairman, Bill Nelson, had received.2
9/25/2000 40,0003 C$3.561 C$142,240 Mr. Jones declined a grant of 40,000 options with an exercise price of C$9.32 per share.3
8/15/2001 200,000 C$8.681 C$1,725,200 Mr. Jones declined a grant of 200,000 stock appreciation rights with an exercise price of C$4.20 per share.
12/4/2001 400,000 C$6.511 C$2,602,400 Mr. Jones declined a grant of 400,000 options (of 1,000,000 proposed by the board) with an exercise price of C$6.37 per share
6/29/2004 n/a n/a C$133,113 Mr. Jones declined US$115,000 of his bonus.4
2/24/2005 929,0005 C$12.881 C$11,961,804 Mr. Jones declined 929,000 Restricted Stock Units (RSUs) of a total offered by the Board of 1,229,000, accepting only 300,000 RSUs. Mr. Jones had initially requested 250,000 RSUs instead of 300,000.5
TOTAL: C$17,767,214 Equivalent to US$15,314,839

Notes:

  1. Geac was sold on 3/14/06 for US$11.10 per share, which equates to C$12.88 at prevailing exchange rates.

  2. Mr. Nelson received a salary in his capacity as Executive Chairman, while Mr. Jones declined a salary. Mr. Jones was Chairman for 2.7 years, from December 2000 to July 2003. See this excerpt from the 2001 proxy filing, or see Page 18 of the complete document at the Canadian SEDAR database: "Mr. Charles S. Jones has received no compensation other than the retainers referred to above and other than fees for attending board and committee meetings. He has declined other forms of compensation, including salary and any additional retainer for being Chairman customarily paid by the Corporation." Mr. Nelson's salary of $440,910 was listed on page 11 of the 2000 proxy: see this excerpt or the Entire document at SEDAR.

  3. Mr. Jones' declining his 40,000 options was disclosed in the Geac 2001 Proxy filing. See this excerpt from the Proxy, or see Page 28 of the complete document at the Canadian SEDAR database: "Mr. Jones declined the 40,000 options offered to him in September 2000."

  4. Mr. Jones was offered $690,000 in bonus by the board, but opted to accept only $575,000. See Management Information Circular Excerpt or the entire document at SEDAR: (Page 9): "The Board of Directors approved a bonus for Mr. Jones for fiscal year 2004 in the amount of $690,000. However, Mr. Jones has opted to accept only $575,000 of that bonus."

  5. Mr. Jones was granted 1,229,000 Restricted Stock Units (RSUs) by the board of directors, but opted to take only 300,000. See this excerpt of the 2005 Geac Proxy filing, or the entire document at SEDAR. "While the Human Resources and Compensation Committee unanimously resolved to recommend that the Board of Directors grant 614,500 RSUs to Mr. Jones for the fi scal year ending April 30, 2005 and an additional 614,500 RSUs for the fi scal year ending April 30, 2006 for a total of 1,229,000 RSUs, Mr. Jones indicated that he would not be prepared to accept such a grant. Consequently, Mr. Jones was awarded 300,000 RSUs in respect of the fi scal year ending on April 30, 2005 vesting 20% on November 1, 2005, an additional 30% on November 1, 2006 and the remaining 50% on November 1, 2007."
History of Payments to Charles S. Jones by Geac for Director Services
Linked Document Source Date             Summary
Proxy Excerpt SEDAR 17-Sep-2001 Page 20: "Mr. Charles S. Jones has received no compensation other than the retainers referred to above and other than fees for attending board and committee meetings. He has declined other forms of compensation, including salary and any additional retainer for being Chairman customarily paid by the Corporation." The full original document can be found at SEDAR
Management Information Circular Excerpt SEDAR 19-Aug-2004 The complete original document can be found at SEDAR. "However, Mr. Jones has opted to accept only $575,000 of that bonus."
Management Information Circular Excerpt SEDAR 16-Aug-2005 The complete original document can be found at SEDAR. Page 12: ""While the Human Resources and Compensation Committee unanimously resolved to recommend that the Board of Directors grant 614,500 RSUs to Mr. Jones for the fi scal year ending April 30, 2005 and an additional 614,500 RSUs for the fi scal year ending April 30, 2006 for a total of 1,229,000 RSUs, Mr. Jones indicated that he would not be prepared to accept such a grant. Consequently, Mr. Jones was awarded 300,000 RSUs in respect of the fi scal year ending on April 30, 2005 vesting 20% on November 1, 2005, an additional 30% on November 1, 2006 and the remaining 50% on November 1, 2007."


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