-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dk8NKuIgBgjI7NlP47ATWWvqzpA4/sr7ATgdAXCgxRurl4O5Zz27XMiOabXHFMcU m6luLgh46ZBLAIYrcntqhA== 0000895345-01-500383.txt : 20010730 0000895345-01-500383.hdr.sgml : 20010730 ACCESSION NUMBER: 0000895345-01-500383 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010727 EFFECTIVENESS DATE: 20010727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CGI GROUP INC CENTRAL INDEX KEY: 0001061574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66044 FILM NUMBER: 1690838 BUSINESS ADDRESS: STREET 1: 1130 SHERBROOKE ST WEST STREET 2: 5TH FL CITY: MONTREAL QUEBEC CANA STATE: E6 BUSINESS PHONE: 5148413200 MAIL ADDRESS: STREET 1: 1130 SHERBROOKE ST WEST STREET 2: 5TH FLOOR CITY: MONTREAL QUEBEC STATE: E6 S-8 1 form_s8.txt FORM S-8 As filed with the Securities and Exchange Commission on July 27, 2001 Registration No. 333-__________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- GROUPE CGI INC. / CGI GROUP INC. (Exact name of registrant as specified in its charter) Quebec, Canada Not applicable (State or other (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 1130 SHERBROOKE STREET WEST, 5TH FLOOR MONTREAL, QUEBEC CANADA H3A 2M8 (Address of principal executive offices) IMRGLOBAL CORP. FIRST AMENDED AND RESTATED STOCK INCENTIVE PLAN IMRGLOBAL CORP. DIRECTORS STOCK OPTION PLAN IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN (Full title of the plans) CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC. 600 FEDERAL STREET ANDOVER, MA 01810 (978) 682-5500 (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE ======================================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE (3) OFFERING PRICE REGISTRATION FEE (1), (2) (4) - ----------------------------------------------------------------------------------------------------------------------- Class A Subordinate Shares issuable under 4,547,488 $0.03 - 23.27 $43,621,389 $10,905 the IMRglobal Corp. First Amended and shares Restated Stock Incentive Plan - ----------------------------------------------------------------------------------------------------------------------- Class A Subordinate Shares issuable under 215,649 shares $3.89 - 14.36 $2,009,130 $502 the IMRglobal Corp. Directors Stock Option Plan - ----------------------------------------------------------------------------------------------------------------------- Class A Subordinate Shares issuable under 3,666,558 $1.88 - 8.88 $19,936,691 $4,984 the IMRglobal Corp. 1999 Employee Stock shares Incentive Plan - ----------------------------------------------------------------------------------------------------------------------- Total: 8,429,695 -- $65,567,210 $16,391 shares - ----------------------------------------------------------------------------------------------------------------------- (1) Includes such additional number of shares as may be required in the event of a stock split, stock dividends or similar transaction in accordance with Rule 416(a) of the Securities Act of 1933. (2) Represents the maximum number of Class A Subordinate Shares issuable upon exercise of options granted under the IMRglobal Corp. First Amended and Restated Stock Incentive Plan, the IMRglobal Corp. Directors Stock Option Plan and the IMRglobal Corp. 1999 Employee Stock Incentive Plan (the "IMR Stock Plans") outstanding immediately prior to the merger described in the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 21, 2001, by and among IMRglobal Corp. ("IMR"), CGI Group Inc. (the "Company" or "registrant") and CGI Florida Corporation (the "Sub"). (3) Based on the price at which the option may be exercised pursuant to Rule 457(h) of the Securities Act of 1933. (4) See "Explanatory Note."
PART I EXPLANATORY NOTE This Form S-8 relates to 8,429,695 Class A Subordinate Shares which may be issued upon the exercise of options granted under the IMR Stock Plans. Pursuant to the Merger Agreement, the following events, among others, occurred: (a) IMR was acquired by, and became a wholly-owned subsidiary of, the Company through the merger of Sub with and into IMR; and (b) outstanding options to purchase shares of IMR common stock granted under the IMR Stock Plans were converted into options to purchase Class A Subordinate Shares of the Company. On various dates prior to this merger transaction, IMR filed registration statements on Form S-8 (registration nos. 333-24027, 333-86753, 333-87095 and 333-57628) and paid a total registration fee with respect to 19,340,955 shares (adjusted for two 3-for-2 stock splits) registered thereunder equal to $23,940 to the Securities and Exchange Commission (the "Commission"). Of these shares, 11,219,318 shares were issued pursuant to exercised options and 8,121,637 shares remain unsold. None of the unsold shares have been deregistered by IMR. The total registration fee paid by IMR under the registration statements with respect to the unsold shares is $14,640. Pursuant to Rule 457(p) of the Securities Act of 1933, the Company hereby applies the $14,640 fee as a partial payment of the registration fee for this Registration Statement which thereby leaves a registration fee due of $1,751. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* * Documents containing the information required by Part I of this Registration Statement will be sent or given to each participant in the IMR Stock Plans in accordance with Rule 428(b)(1). In accordance with the Note to Part I of Form S-8, such documents are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement: (a) The description of the Class A Subordinate Shares included in the Company's Registration Statement on Form 40-F, dated September 14, 1998. (b) The Company's Annual Report on Form 40-F, for the fiscal year ended September 30, 2000, except for the Consolidated Financial Statements for the fiscal year ended September 30, 2000 (and the Notes thereto) which Consolidated Financial Statements (and the Notes thereto) are incorporated by reference as they appear in the Company's registration statement on Form F-4/A (No. 333-58116) dated June 27, 2001. (c) The Company's Report of Foreign Private Issuer, filed October 16, 2000, including a press release dated October 5, 2000. (d) The Company's Report of Foreign Private Issuer, filed October 16, 2000, including a press release dated October 10, 2000 regarding a contract with Health Canada. (e) The Company's Report of Foreign Private Issuer, filed October 16, 2000, including a press release dated October 10, 2000 regarding a licensing agreement with NIG. (f) The Company's Report of Foreign Private Issuer, filed October 16, 2000, including a press release dated October 10, 2000 regarding an outsourcing contract with AXA Canada. (g) The Company's Report of Foreign Private Issuer, filed October 16, 2000, including a press release dated October 10, 2000 regarding a contract with The Commerce Insurance Group of Massachusetts. (h) The Company's Report of Foreign Private Issuer, filed October 30, 2000, including a press release dated October 24, 2000. (i) The Company's Report of Foreign Private Issuer, filed October 30, 2000, including a press release dated October 25, 2000. (j) The Company's Report of Foreign Private Issuer, filed November 13, 2000, including a press release dated November 8, 2000. (k) The Company's Report of Foreign Private Issuer, filed November 22, 2000, including a press release dated November 17, 2000. (l) The Company's Report of Foreign Private Issuer, filed December 7, 2000, including a press release dated December 1, 2000. (m) The Company's Report of Foreign Private Issuer, filed December 18, 2000, including a press release dated December 11, 2000. (n) The Company's Report of Foreign Private Issuer, filed January 2, 2001, including the Company's 2000 Annual Report, the Notice of Annual General Meeting of Shareholders and the related Information Circular, the forms of proxy for such meeting. (o) The Company's Report of Foreign Private Issuer, filed January 12, 2001, including a press release dated January 4, 2001. (p) The Company's Report of Foreign Private Issuer, filed January 12, 2001, including a press release dated January 9, 2001. (q) The Company's Report of Foreign Private Issuer, filed January 17, 2001, including a press release dated January 11, 2001. (r) The Company's Report of Foreign Private Issuer, filed January 31, 2001, including a press release dated January 22, 2001. (s) The Company's Report of Foreign Private Issuer, filed January 31, 2001, including a press release dated January 23, 2001 relating to the acquisition of Star Data Systems Inc. (t) The Company's Report of Foreign Private Issuer, filed January 31, 2001, including a press release dated January 23, 2001 relating to the Company's earnings for the first quarter of fiscal 2001. (u) The Company's Report of Foreign Private Issuer, filed February 14, 2001, including a press release dated February 6, 2001. (v) The Company's Report of Foreign Private Issuer, filed February 14, 2001, including a press release dated February 7, 2001. (w) The Company's Report of Foreign Private Issuer, filed February 28, 2001, including a press release dated February 21, 2001. (x) The Company's Report of Foreign Private Issuer, filed February 28, 2001, including a press release dated February 26, 2001. (y) The Company's Report of Foreign Private Issuer, filed March 2, 2001, including a quarterly report for the quarter ended December 31, 2000. (z) The Company's Report of Foreign Private Issuer, filed April 10, 2001, including a press release dated April 5, 2001. (aa) The Company's Report of Foreign Private Issuer, filed April 30, 2001, including a press release dated April 24, 2001. (bb) The Company's Report of Foreign Private Issuer, filed May 9, 2001, including a press release dated May 1, 2001. (cc) The Company's Report of Foreign Private Issuer, filed May 16, 2001, including a press release dated May 9, 2001. (dd) The Company's Report of Foreign Private Issuer, filed May 16, 2001, including a press release dated May 9, 2001. (ee) The Company's Report of Foreign Private Issuer, filed May 16, 2001, including a press release dated May 9, 2001. (ff) The Company's Report of Foreign Private Issuer, filed May 16, 2001, including a press release dated May 9, 2001. (gg) The Company's Report of Foreign Private Issuer, filed May 18, 2001, including a quarterly reported for the six months ended March 31, 2001 dated May 16, 2001. (hh) The Company's Report of Foreign Private Issuer, filed June 4, 2001, including a press release dated May 31, 2001. (ii) The Company's Report of Foreign Private Issuer, filed June 4, 2001, including a press release dated June 4, 2001. (jj) The Company's Report of Foreign Private Issuer, filed June 22, 2001, including a press release dated June 14, 2001. (kk) The Company's Report of Foreign Private Issuer, filed June 26, 2001, including a press release dated June 22, 2001. (ll) The Company's Report of Foreign Private Issuer, filed June 27, 2001, including a press release dated June 26, 2001. (mm) The Company's Report of Foreign Private Issuer, filed June 27, 2001, including a press release dated June 26, 2001. (nn) The Company's Report of Foreign Private Issuer, filed June 28, 2001, including a press release dated June 28, 2001. (oo) The Company's Report of Foreign Private Issuer, filed July 9, 2001, including a press release dated July 9, 2001. (pp) The Company's Report of Foreign Private Issuer, filed July 13, 2001, including a press release dated July 13, 2001. (qq) The Company's Report of Foreign Private Issuer, filed July 13, 2001, including a press release dated July 13, 2001. (rr) The Company's Report of Foreign Private Issuer, filed July 20, 2001, including a press release dated July 19, 2001. (ss) The Company's Report of Foreign Private Issuer, filed July 20, 2001, including a press release dated July 20, 2001. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all of the Class A Subordinate Shares offered hereby have been sold, or deregistering all of the Class A Subordinate Shares that, at the time of such post-effective amendment, remain unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated by reference herein which is deemed to be modified or superseded, shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers The Companies Act (Quebec) provides as follows: 123.87 [DEFENCE] A company shall assume the defence of its mandatary prosecuted by a third person for an act done in the exercise of his duties and shall pay damages, if any, resulting from that act, unless the mandatary has committed a grievous offence or a personal offence separable from the exercise of his duties. [CRIMINAL PROCEEDINGS] However, in a penal or criminal proceeding the company shall assume only the payment of the expenses of its mandatary if he had reasonable grounds to believe that his conduct was in conformity with the law, or the payment of the expenses of its mandatary if he has been freed or acquitted. 123.88 [EXPENSES] A company shall assume the expenses of its mandatary if, having prosecuted him for an act done in the exercise of his duties it loses its case and the court so decides. [EXPENSES] If the company wins its case only in part, the court may determine the amount of the expenses it shall assume. 123.89 [OBLIGATIONS] A company shall assume the obligations contemplated in sections 123.87 and 123.88 in respect of any person who acted at its request as director for a legal person of which it is a shareholder or creditor. The Company's By-Laws provide as follows: 17. INDEMNIFICATION. In addition to the provisions of the applicable laws governing the indemnification of the Company's representatives, the Board of Directors may purchase, to the benefit of the directors, officers or their predecessors or any other person who has assumed or who is about to assume a responsibility on behalf of the Company or any corporation controlled by it, insurance covering the liability they incur for having acted in their capacity as directors or officers of the Company, with the exception of the liability resulting from their own negligence or a personal fault separable from the performance of their duties. The Company has purchased a policy of insurance for the benefit of the directors and officers of the Company against liability incurred by the directors and officers in the performance of their duties. The aggregate amount of coverage is $100,000,000 in respect of any once occurrence. By the terms of the policy, in circumstances where a director or officer has a claim against the Company in respect of a loss covered by the policy, the Company may claim on the policy for 100% of the loss less the deductible ($100,000 for suits brought and maintained outside the U.S. and $250,000 for suits brought or maintained within the U.S.) applicable to a personal suit against directors claim which may be indemnified by the Company under the policy. In addition, where a director or officer has a claim against the insurers in respect of a loss covered by the policy, the director or officer may claim on the policy for 100% of the loss. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1* IMRglobal Corp. First Amended and Restated Stock Incentive Plan (as amended by Amendment No. 1, effective July 27, 2001). 4.2* IMRglobal Corp. Directors Stock Option Plan (as amended by Amendment No. 1, effective July 27, 2001). 4.3* IMRglobal Corp. 1999 Employee Stock Incentive Plan (as amended by Amendment No. 2, effective July 27, 2001). 5.1* Opinion of McCarthy Tetrault as to the validity of the Class A Subordinate Shares covered by this Registration Statement. 23.1 Consent of McCarthy Tetrault (included in Exhibit 5.1). 23.2* Consent of Samson Belair Deloitte & Touche. 24.1 Power of Attorney (included on the signature page included in this Registration Statement). - ---------------------- * filed herewith Item 9. Undertakings (1) The undersigned registrant hereby undertakes: a. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(i) and (a)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement; b. that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and c. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The undersigned registrant hereby undertakes, that for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Andover, Massachusetts on July 20, 2001. Groupe CGI Inc./CGI Group Inc. (Registrant) By: CGI Information Systems & Management Consultants, Inc. (Authorized U.S. Representative) By: /s/ Pierre Turcotte ---------------------------------------- Pierre Turcotte Title: Senior Vice-President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That each of the undersigned officers and directors of CGI Group Inc. hereby constitutes and appoints Serge Godin, Paule Dore and Andre Imbeau, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments) and any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- Chairman of the Board, President /s/ Serge Godin and Chief Executive Officer July 20, 2001 - ------------------------ (principal executive officer Serge Godin and director) /s/ Jean Brassard Vice-Chairman of the Board July 18, 2001 - ------------------------ Jean Brassard /s/ Paule Dore Executive Vice-President, Chief July 20, 2001 - ------------------------ Corporate Officer and Director Paule Dore (director) /s/ Andre Imbeau Treasurer, Executive Vice-President, July 20, 2001 - ------------------------ Chief Financial Officer and Director Andre Imbeau (principal financial officer, principal accounting officer and director) /s/ Director July __, 2001 - ------------------------ Yvan Allaire /s/ William D. Anderson Director July 20, 2001 - ------------------------ William D. Anderson /s/ Claude Boivin Director July 20, 2001 - ------------------------ Claude Boivin /s/ Director July __, 2001 - ----------------------- Claude Chamberland /s/ Director July __, 2001 - ----------------------- David L. Johnston /s/ Director July __, 2001 - ----------------------- C. Wesley M. Scott /s/ Eileen A. Mercier Director July 18, 2001 - ----------------------- Eileen A. Mercier /s/ Director July __, 2001 - ----------------------- Jean Monty /s/ Director July __, 2001 - ----------------------- Charles Sirois
Index to Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1* IMRglobal Corp. First Amended and Restated Stock Incentive Plan (as amended by Amendment No. 1, effective July 27, 2001). 4.2* IMRglobal Corp. Directors Stock Option Plan (as amended by Amendment No. 1, effective July 27, 2001). 4.3* IMRglobal Corp. 1999 Employee Stock Incentive Plan (as amended by Amendment No. 2, effective July 27, 2001). 5.1* Opinion of McCarthy Tetrault as to the validity of the Class A Subordinate Shares covered by this Registration Statement. 23.1 Consent of McCarthy Tetrault (included in Exhibit 5.1). 23.2* Consent of Samson Belair Deloitte & Touche. 24.1 Power of Attorney (included on the signature page included in this Registration Statement). - ---------------------- * filed herewith EX-4.1 2 amend.txt EXHIBIT 4.1 Exhibit 4.1 INFORMATION MANAGEMENT RESOURCES, INC. FIRST AMENDED AND RESTATED STOCK INCENTIVE PLAN (EFFECTIVE NOVEMBER 8, 1997) WITH APPENDIX A (FRENCH SUB PLAN) ADDED MAY 14, 1998 SECTION 1. PURPOSE The purpose of this Plan is to promote the interests of the Company by providing the opportunity to purchase Shares or to receive compensation which is based upon appreciation in the value of Shares to Employees and Key Persons in order to attract and retain Employees and Key Persons by providing an incentive to work to increase the value of Shares and a stake in the future of the Company which corresponds to the stake of each of the Company's shareholders. The Plan provides for the grant of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards and Stock Appreciation Rights to aid the Company in obtaining these goals. SECTION 2. DEFINITIONS Each term set forth in this Section shall have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular, and reference to one gender shall include the other gender. 2.1 ADMINISTRATOR means the Board or any of its Committees or an Officer, if so designated by the Board; an Administrator shall administer the Plan, in accordance with Section 5 of the Plan. 2.2 APPLICABLE LAWS means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where Stock Incentives are, or will be, granted under the Plan. 2.3 BOARD means the Board of Directors of the Company. 2.4 CHANGE OF CONTROL means (i) the acquisition by a third person, including a "person" as defined in Section 13(d)(3) of the Exchange Act, of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the total number of votes that may be cast for the election of the directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger, consolidation or other business combination, sale of assets or one or more contested elections, or any combination of the foregoing transactions, the persons who were directors of the Company shall cease to constitute a majority of the Board of Directors of the Company. 2.5 CODE means the Internal Revenue Code of 1986, as amended. 2.6 COMMITTEE means a committee of Directors appointed by the Board in accordance with Section 5 of the Plan. 2.7 COMMON STOCK means the common stock of the Company, $.10 par value per share, as defined in the Company's Articles of Incorporation, as the same may be amended from time to time, and shall also mean any other stock or securities (including any other share or securities of an entity other than the Company) for or into which the outstanding shares of such stock are hereinafter exchanged or changed. 2.8 COMPANY means Information Management Resources, Inc., a Florida corporation, and any successor to such organization. 2.8 EMPLOYEE means an employee of the Company, a Subsidiary or a Parent. 2.9 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. 2.10 EXERCISE PRICE means the price which shall be paid to purchase one (1) Share upon the exercise of an Option granted under this Plan. 2.11 FAIR MARKET VALUE of each Share on any date means the price determined below on the last business day immediately preceding the date of valuation: (a) The closing sales price per Share, regular way, or in the absence thereof the mean of the last reported bid and asked quotations, on such date on the exchange having the greatest volume of trading in the Shares during the thirty-day period preceding such date (or if such exchange was not open for trading on such date, the next preceding date on which it was open); or (b) If there is no price as specified in (a), the final reported sales price per Share, or if not reported, the mean of the closing high bid and low asked prices in the over-the-counter market for the Shares as reported by the National Association of Securities Dealers Automatic Quotation System, or if not so reported, then as reported by the National Quotation Bureau Incorporated, or if such organization is not in existence, by an organization providing similar services, on such date (or if such date is not a date for which such system or organization generally provides reports, then on the next preceding date for which it does so); or (c) If there also is no price as specified in (b), the price per Share determined by the Board by reference to bid-and-asked quotations for the Shares provided by members of an association of brokers and dealers registered pursuant to Subsection 15(b) of the Exchange Act, which members make a market in the Shares, for such recent dates as the Board shall determine to be appropriate for fairly determining current market value; or (d) If there also is no price as specified in (c), an amount per Share determined in good faith by the Board based on such relevant facts, which may include opinions of independent experts, as may be available to the Board. 2.12 ISO means an option granted under this Plan to purchase Shares which is intended by the Company to satisfy the requirements of Code Section 422 as an incentive stock option. 2.13 KEY PERSON means (i) a member of the Board who is not an Employee, (ii) a consultant, distributor or other person who has rendered valuable services to the Company, a Subsidiary or a Parent, (iii) a person who has incurred, or is willing to incur, financial risk in the form of guaranteeing or acting as co-obligor with respect to debts or other obligations of the Company, or (iv) a person who has extended credit to the Company. Key Persons are not limited to individuals and, subject to the preceding definition, may include corporations, partnerships, associations and other entities. 2.14 NON-ISO means an option granted under this Plan to purchase Shares which is not intended by the Company to satisfy the requirements of Code Section 422. 2.15 OFFICER means a person who is an executive officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 2.16 OPTION means an ISO or a Non-ISO. 2.17 PARENT means any corporation which is a parent of the Company (within the meaning of Code Section 424(e)) or a parent of a Successor. 2.18 PARTICIPANT means an individual who receives a Stock Incentive hereunder. 2.19 PLAN means the Information Management Resources, Inc. First Amended and Restated Stock Incentive Plan, as amended from time to time. 2.20 RESTRICTED STOCK AWARD means the grant of Shares by the Company to Participants referenced in Section 7.4. 2.21 SHARES means shares of the Common Stock. Share means one (1) share of Common Stock. 2.22 STOCK APPRECIATION RIGHT means the grant of certain rights from the Company to a Participant as described in Section 7.3. 2.23 STOCK INCENTIVE means an ISO, a Non-ISO, a Restricted Stock Award or a Stock Appreciation Right. 2.24 STOCK INCENTIVE AGREEMENT means an agreement between the Company and a Participant evidencing an award of a Stock Incentive. 2.25 SUBSIDIARY means any corporation which is a subsidiary of the Company (within the meaning of Code Section 424(f)) or a subsidiary of a Successor. 2.26 SUCCESSOR means any entity which acquires all or substantially all of the assets of the Company or is the survivor or Successor entity in any merger, consolidation, reorganization, division or other Transaction in which Shares are converted into another security or into the right to receive property or another security or any combination thereof. 2.27 SURRENDERED SHARES means the Shares described in Section 9.2 which (in lieu of being purchased) are surrendered for cash or Shares, or for a combination of cash and Shares, in accordance with Section 9. 2.28 TEN PERCENT SHAREHOLDER means a person who owns (after taking into account the attribution rules of Code Section 424(d)) more than ten percent (10%) of the total combined voting power of all classes of shares of either the Company, a Subsidiary or a Parent. 2.29 TERMINATION OF EMPLOYMENT WITHOUT CAUSE means a termination of employment other than a termination for (i) willful dishonesty toward or deliberate injury or attempted injury to the employer; (ii) indictment or conviction of a felony involving moral turpitude; or (iii) breach of the terms of a written employment agreement and failure to cure such breach within thirty (30) days following written notice from the employer. 2.30 TRANSACTION means a transaction in which another entity acquires all or substantially all of the assets of the Company or is the survivor or Successor entity in any merger, consolidation, reorganization, division or other transaction in which Shares are converted into another security or into the right to receive property or another security or any combination thereof SECTION 3. SHARES SUBJECT TO STOCK INCENTIVES The total number of Shares that may be issued pursuant to Stock Incentives under this Plan shall not exceed Ten Million Six Hundred Sixty-Eight Thousand Nine Hundred Seventy (10,668,970), as adjusted pursuant to Section 12. Such Shares shall be reserved, to the extent that the Company deems appropriate, from authorized but unissued Shares, and from Shares which have been reacquired by the Company. Furthermore, any Shares subject to a Stock Incentive which remain after the cancellation, expiration or exchange of such Stock Incentive thereafter shall again become available for use under this Plan, but any Surrendered Shares which remain after the surrender of an ISO or a Non-ISO under Section 9 shall not again become available for use under this Plan. SECTION 4. EFFECTIVE DATE The effective date of this Plan shall be the date it is adopted by the Board, provided the shareholders of the Company approve this Plan within twelve (12) months after such effective date. If such effective date comes before such shareholder approval, any Stock Incentives granted under this Plan before the date of such approval automatically shall be granted subject to such approval. SECTION 5. ADMINISTRATION This Plan shall be administered by (a) the Board, (b) a Committee, which committee shall be constituted to satisfy Applicable Laws, and/or (c) one or more Officers, to the extent so designated by the Board and permitted by Applicable Laws. To the extent that an Administrator determines it to be desirable to qualify Stock Incentives granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code. An Administrator, acting in its absolute discretion, shall exercise such powers and take such actions as expressly called for under this Plan. An Administrator shall have the power to interpret this Plan and, subject to Section 14 to take such other action in the administration and operation of the Plan as it deems equitable under the circumstances. An Administrator's actions shall be binding on the Company, on each affected Employee or Key Person, and on each other person directly or indirectly affected by such actions. An Administrator shall act according to the policies and procedures set forth in the Plan and to those policies and procedures established by the Board, and an Administrator shall have such powers and responsibilities as are set forth by the Board. Reference to the Board in this Plan shall specifically include reference to an Administrator where the Board has delegated its authority to an Administrator, and any action by an Administrator pursuant to a delegation of authority by the Board shall be deemed an action by the Board under the Plan. Notwithstanding the above, the Board may assume the powers and responsibilities granted to an Administrator at any time, in whole or in part. SECTION 6. ELIGIBILITY Except as provided below, only Employees shall be eligible for the grant of Stock Incentives under this Plan, but no Employee shall have the right to be granted a Stock Incentive under this Plan merely as a result of his or her status as an Employee. Key Persons may be eligible for the grant of Stock Incentives under this Plan, but only if the Key Person has provided, or committed to provide, valuable services to the Company, a Subsidiary or a Parent, and only if the Stock Incentive is not an ISO. Notwithstanding the foregoing, for purposes of this Section 6, "Employee" or "Key Person" may include a person who has agreed, or expressed a willingness, to become an Employee or to provide valuable services to the Company, provided that any Stock Incentive granted to any such person (i) shall not become exercisable until such person commences service as an Employee or Key Person; and (ii) shall immediately terminate if such person does not commence service as an Employee or Key Person. SECTION 7. TERMS OF STOCK INCENTIVES 7.1 TERMS AND CONDITIONS OF ALL STOCK INCENTIVES. (a) An Administrator, in its absolute discretion, shall grant Stock Incentives under this Plan from time to time and shall have the right to grant new Stock Incentives in exchange for outstanding Stock Incentives. Stock Incentives shall be granted to Employees or Key Persons selected by an Administrator, and an Administrator shall be under no obligation whatsoever to grant Stock Incentives to all Employees or Key Persons, or to grant all Stock Incentives subject to the same terms and conditions. Each grant of a Stock Incentive shall be evidenced by a Stock Incentive Agreement. (b) The number of Shares as to which a Stock Incentive shall be granted, and whether and to what extent such Shares shall possess voting rights, shall be determined by an Administrator in its sole discretion, subject to the provisions of Section 3 as to the total number of shares available for grants under the Plan. (c) Each Stock Incentive shall be evidenced by a Stock Incentive Agreement executed by the Company and the Participant, which shall be in such form and contain such terms and conditions as an Administrator in its discretion may, subject to the provisions of the Plan, from time to time determine. (d) The date a Stock Incentive is granted shall be the date on which an Administrator has approved the terms and conditions of the Stock Incentive Agreement and has determined the recipient of the Stock Incentive and the number of Shares covered by the Stock Incentive and has taken all such other action necessary to complete the grant of the Stock Incentive. 7.2 TERMS AND CONDITIONS OF OPTIONS. Each grant of an Option shall be evidenced by a Stock Incentive Agreement which shall: (i) specify whether the Option is an ISO or Non-ISO; and (ii) incorporate such other terms and conditions as an Administrator, acting in its absolute discretion, deems consistent with the terms of this Plan, including (without limitation) a restriction on the number of Shares subject to the Option which first become exercisable or subject to surrender during any calendar year. In determining Employee(s) or Key Person(s) to whom an Option shall be granted and the number of Shares to be covered by such Option, an Administrator may take into account the recommendations of the President of the Company and its other officers, the duties of the Employee or Key Person, the present and potential contributions of the Employee or Key Person to the success of the Company, the anticipated number of years of service remaining before the attainment by the Employee of retirement age, and other factors deemed relevant by an Administrator, in its sole discretion, in connection with accomplishing the purpose of this Plan; provided, however, that the Board may limit the discretion of an Administrator in making such decisions if it so chooses. An Employee or Key Person who has been granted an Option to purchase Shares, whether under this Plan or otherwise, may be granted one or more additional Options. If an Administrator grants an ISO and a Non-ISO to an Employee on the same date, the right of the Employee to exercise or surrender one such Option shall not be conditioned on his or her failure to exercise or surrender the other such Option. (a) Exercise Price. Subject to adjustment in accordance with Section 12 and the other provisions of this Section, the Exercise Price shall be determined by the Administrator authorizing such grant and shall be set forth in the applicable Stock Incentive Agreement. With respect to each grant of an ISO to a Participant who is not a Ten Percent Shareholder, the Exercise Price shall not be less than the Fair Market Value on the date the ISO is granted. With respect to each grant of an ISO to a Participant who is a Ten Percent Shareholder, the Exercise Price shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date the ISO is granted. If a Stock Incentive is a Non-ISO, the Exercise Price for each Share shall be no less than the minimum price required by applicable state law, or by the Company's governing instrument, or $0.01, whichever price is greater. (b) Option Term. Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Stock Incentive Agreement, but no Stock Incentive Agreement shall: (i) make an Option exercisable before the date such Option is granted; or (ii) make an Option exercisable after the earlier of the: (A) the date such Option is exercised in full, or (B) the date which is the tenth (10th) anniversary of the date such Option is granted, if such Option is a Non-ISO or an ISO granted to a non-Ten Percent Shareholder, or the date which is the fifth (5th) anniversary of the date such Option is granted, if such Option is an ISO granted to a Ten Percent Shareholder. A Stock Incentive Agreement may provide for the exercise of an Option after the employment of an Employee has terminated for any reason whatsoever, including death or disability. (c) Payment. Payment for all shares of Stock purchased pursuant to exercise of an Option shall be made in cash or, if the Stock Incentive Agreement provides, by delivery to the Company of a number of Shares which have been owned by the holder for at least six (6) months prior to the date of exercise having an aggregate Fair Market Value of not less than the product of the Exercise Price multiplied by the number of Shares the Participant intends to purchase upon exercise of the Option on the date of delivery. In addition, the Stock Incentive Agreement may provide for cashless exercise through a brokerage transaction following registration of the Company's equity securities under Section 12 of the Securities Exchange Act of 1934. Except as provided in subparagraph (f) below, payment shall be made at the time that the Option or any part thereof is exercised, and no Shares shall be issued or delivered upon exercise of an Option until full payment has been made by the Participant. The holder of an Option, as such, shall have none of the rights of a stockholder. Notwithstanding the above, and in the sole discretion of an Administrator, an Option may be exercised as to a portion or all (as determined by an Administrator) of the number of Shares specified in the Stock Incentive Agreement by delivery to the Company of a promissory note, such promissory note to be executed by the Participant and which shall include, with such other terms and conditions as an Administrator shall determine, provisions in a form approved by an Administrator under which: (i) the balance of the aggregate purchase price shall be payable in equal installments over such period and shall bear interest at such rate (which shall not be less than the prime bank loan rate as determined by an Administrator) as an Administrator shall approve, and (ii) the Participant shall be personally liable for payment of the unpaid principal balance and all accrued but unpaid interest. (d) Conditions to Exercise of an Option. Each Option granted under the Plan shall be exercisable at such time or times, or upon the occurrence of such event or events, and in such amounts, as an Administrator shall specify in the Stock Incentive Agreement; provided, however, that subsequent to the grant of an Option, an Administrator, at any time before complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part. (e) Special Provisions for Certain Substitute Options. Notwithstanding anything to the contrary in this Section, any Option in substitution for a stock option previously issued by another entity, which substitution occurs in connection with a transaction to which Code Section 424(a) is applicable, may provide for an exercise price computed in accordance with such Code Section and the regulations thereunder and may contain such other terms and conditions as an Administrator may prescribe to cause such substitute Option to contain as nearly as possible the same terms and conditions (including the applicable vesting and termination provisions) as those contained in the previously issued stock option being replaced thereby. 7.3 TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. A Stock Appreciation Right shall entitle the Participant to receive upon exercise or payment the excess of: (I) the Fair Market Value of a specified number of Shares at the time of exercise, over (II) a specified price which shall be not less than the Exercise Price for that number of Shares in the case of a Stock Appreciation Right granted in connection with a previously or contemporaneously granted Option, or in the case of any other Stock Appreciation Right not less than one hundred percent (100%) of the Fair Market Value of that number of Shares at the time the Stock Appreciation Right was granted. A Stock Appreciation Right granted in connection with an Option may only be exercised to the extent that the related Option has not been exercised. The exercise of a Stock Appreciation Right shall result in a pro rata surrender of the related Option to the extent the Stock Appreciation Right has been exercised. (a) Payment. Upon exercise or payment of a Stock Appreciation Right, the Company shall pay to the Participant the appreciation in cash or Shares (at the aggregate Fair Market Value on the date of payment or exercise) as provided in the Stock Incentive Agreement or, in the absence of such provision, as an Administrator may determine. (b) Conditions to Exercise. Each Stock Appreciation Right granted under the Plan shall be exercisable at such time or times, or upon the occurrence of such event or events, and in such amounts, as an Administrator shall specify in the Stock Incentive Agreement; provided, however, that subsequent to the grant of a Stock Appreciation Right, an Administrator, at any time before complete termination of such Stock Appreciation Right, may accelerate the time or times at which such Stock Appreciation Right may be exercised in whole or in part. 7.4 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. Shares awarded pursuant to Restricted Stock Awards shall be subject to restrictions for periods determined by an Administrator. An Administrator shall have the power to permit, in its discretion, an acceleration of the expiration of the applicable restriction period with respect to any part or all of the Shares awarded to a Participant. An Administrator may require a cash payment from the Participant in an amount no greater than the aggregate Fair Market Value of the Shares awarded determined at the date of grant in exchange for the grant of a Restricted Stock Award or may grant a Restricted Stock Award without the requirement of a cash payment. SECTION 8. NON-TRANSFERABILITY Unless determined otherwise by an Administrator, a Stock Incentive may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. An Administrator shall have the authority and discretion to make a Stock Incentive grant assignable by a Participant to such Participant's family members, a trust for such Participant's benefit or a trust for the benefit of such Participant's family members. Provided, however, that no unvested portion of a Stock Incentive shall be assignable in whole or in part. If an Administrator makes a Stock Incentive assignable, such a Stock Incentive shall contain such additional terms and limitations as the Administrator deems appropriate. SECTION 9. SURRENDER OF OPTIONS 9.1 GENERAL RULE. An Administrator, acting in its absolute discretion, may incorporate a provision in a Stock Incentive Agreement to allow an Employee or Key Person to surrender his or Option in whole or in part in lieu of the exercise in whole or in part of that Option on any date that: (a) the Fair Market Value of the Shares subject to such Option exceeds the Exercise Price for such Shares, and (b) the Option to purchase such Shares is otherwise exercisable. 9.2 PROCEDURE. The surrender of an Option in whole or in part shall be effected by the delivery of the Stock Incentive Agreement to an Administrator, together with a statement signed by the Participant which specifies the number of Shares ("Surrendered Shares") as to which the Participant surrenders his or her Option and how he or she desires payment be made for such Surrendered Shares. 9.3 PAYMENT. A Participant in exchange for his or her Surrendered Shares shall receive a payment in cash or in Shares, or in a combination of cash and Shares, equal in amount on the date such surrender is effected to the excess of the Fair Market Value of the Surrendered Shares on such date over the Exercise Price for the Surrendered Shares. An Administrator, acting in its absolute discretion, can approve or disapprove a Participant's request for payment in whole or in part in cash and can make that payment in cash or in such combination of cash and Shares as an Administrator deems appropriate. A request for payment only in Shares shall be approved and made in Shares to the extent payment can be made in whole shares of Shares and (at an Administrator's discretion) in cash in lieu of any fractional Shares. 9.4 RESTRICTIONS. Any Stock Incentive Agreement which incorporates a provision to allow a Participant to surrender his or her Option in whole or in part also shall incorporate such additional restrictions on the exercise or surrender of such Option as an Administrator deems necessary to satisfy the conditions to the exemption under Rule 16b-3 (or any successor exemption) to Section 16(b) of the Exchange Act. SECTION 10. SECURITIES REGULATION Each Stock Incentive Agreement may provide that, upon the receipt of Shares as a result of the surrender or exercise of a Stock Incentive, the Participant shall, if so requested by the Company, hold such Shares for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect. Each Stock Incentive Agreement may also provide that, if so requested by the Company, the Participant shall make a written representation to the Company that he or she will not sell or offer to sell any of such Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended ("1933 Act"), and any applicable state securities law or, unless he or she shall have furnished to the Company an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. Certificates representing the Shares transferred upon the exercise or surrender of a Stock Incentive granted under this Plan may at the discretion of the Company bear a legend to the effect that such Shares have not been registered under the 1933 Act or any applicable state securities law and that such Shares may not be sold or offered for sale in the absence of an effective registration statement as to such Shares under the 1933 Act and any applicable state securities law or an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. SECTION 11. LIFE OF PLAN No Stock Incentive shall be granted under this Plan on or after the earlier of: (a) the tenth (10th) anniversary of the effective date of this Plan (as determined under Section 4 of this Plan), in which event this Plan otherwise thereafter shall continue in effect until all outstanding Stock Incentives have been surrendered or exercised in full or no longer are exercisable, or (b) the date on which all of the Shares reserved under Section 3 of this Plan have (as a result of the surrender or exercise of Stock Incentives granted under this Plan) been issued or no longer are available for use under this Plan, in which event this Plan also shall terminate on such date. SECTION 12. ADJUSTMENT The number of Shares reserved under Section 3 of this Plan, and the number of Shares subject to Stock Incentives granted under this Plan, and the Exercise Price of any Options, shall be adjusted by an Administrator in an equitable manner to reflect any change in the capitalization of the Company, including, but not limited to, such changes as stock dividends or stock splits. Furthermore, an Administrator shall have the right to adjust (in a manner which satisfies the requirements of Code Section 424(a)) the number of Shares reserved under Section 3, and the number of Shares subject to Stock Incentives granted under this Plan, and the Exercise Price of any Options in the event of any corporate transaction described in Code Section 424(a) which provides for the substitution or assumption of such Stock Incentives. If any adjustment under this Section creates a fractional Share or a right to acquire a fractional Share, such fractional Share shall be disregarded, and the number of Shares reserved under this Plan and the number subject to any Stock Incentives granted under this Plan shall be the next lower number of Shares, rounding all fractions downward. An adjustment made under this Section by an Administrator shall be conclusive and binding on all affected persons and, further, shall not constitute an increase in the number of Shares reserved under Section 3. SECTION 13. SALE OR MERGER 13.1 SALE OR MERGER. In the event that the Company agrees to sell substantially all of its assets for another security, cash or other property, or any combination of another security, cash or other property, or agrees to any merger, consolidation, reorganization, division or other transaction in which Shares are converted into another security, cash or other property or into the right to receive another security, cash or other property, then, at the sole and complete discretion of the Company, either of the following will occur: (1) the Company and the Successor in any Transaction may agree that the Successor or its Parent or Subsidiary will assume all Options outstanding hereunder, or substitute or exchange outstanding Options for an equivalent interest or right in the Successor or its Parent or Subsidiary; provided, however, that to the extent the Company and Successor provide for an assumption or exchange of outstanding Options, then (i) the agreement for assumption or exchange must provide that, for each Share subject to the Option, the holder of the Option shall be entitled to receive the consideration (whether stock, cash or other securities or property) payable upon closing of the Transaction to a holder of one Share held on the effective date of the Transaction (the "Transaction Closing Date"), (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); and (ii) the aggregate exercise price of the Option shall remain unchanged; or (2) the Company may unilaterally cancel and terminate each outstanding Option on the Transaction Closing Date in exchange for the cash or whole Shares which each Participant otherwise would receive if he or she had the right to surrender or exercise his or her outstanding Option (to the extent vested on the Transaction Closing Date) and he or she exercised that right on a date fixed by the Board which comes before the Transaction Closing Date; to the extent unvested, all outstanding Options shall immediately terminate on the Transaction Closing Date and be of no further force and effect unless (i) the applicable Stock Incentive Agreement provides for acceleration of vesting upon the occurrence of such an event, or (ii) the Board agrees (in its sole discretion) to accelerate the vesting of any unvested portion of the Option; provided, however, that the Successor shall have the contingent obligation set forth in Section 13.2 below. 13.2 CONTINGENT OBLIGATIONS OF A SUCCESSOR. Upon the occurrence of a Termination of Employment Without Cause of any optionee within twelve (12) months following a Change of Control, the portion of any and all Options (or any options exchanged therefor) held by such optionee that were unvested immediately prior to the Change of Control shall be deemed to have been accelerated, and immediately vested at the time of the Change of Control, and (i) to the extent such Option remains outstanding at the time of the Termination of Employment Without Cause, such Option shall be exercisable by the optionee for a period of 90 days following the Termination of Employment Without Cause; (ii) to the extent exchanged for a Successor option, the Successor option shall be exercisable for a period of 90 days following the Termination of Employment Without Cause; and (iii) to the extent the unvested portion of the Option was canceled unilaterally pursuant to Section 13.1(b), the Option shall be deemed to have been redeemed by the Successor to the full extent of the unvested portion and the Successor shall immediately owe the optionee an amount equal to the termination price per share paid for the vested portion multiplied times the number of Shares included in the unvested portion that were accelerated hereby. SECTION 14. AMENDMENT OR TERMINATION This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, no such amendment shall be made absent the approval of the shareholders of the Company: (a) to increase the number of Shares reserved under Section 3, except as set forth in Section 12, (b) to extend the maximum life of the Plan under Section 11 or the maximum exercise period under Section 7, (c) to decrease the minimum Exercise Price under Section 7, or (d) to change the designation of Employees or Key Persons eligible for Stock Incentives under Section 6. The Board also may suspend the granting of Stock Incentives under this Plan at any time and may terminate this Plan at any time; provided, however, the Company shall not have the right to modify, amend or cancel any Stock Incentive granted before such suspension or termination unless: (i) the Participant consents in writing to such modification, amendment or cancellation, or (ii) there is a dissolution or liquidation of the Company or a transaction described in Section 12 or Section 13. The obligations of a Successor under Section 13 hereof shall survive the termination of this Plan pursuant to this Section 14. SECTION 15. MISCELLANEOUS 15.1 SHAREHOLDER RIGHTS. No Participant shall have any rights as a shareholder of the Company as a result of the grant of a Stock Incentive to him or to her under this Plan or his or her exercise or surrender of such Stock Incentive pending the actual delivery of Shares subject to such Stock Incentive to such Participant. 15.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock Incentive to a Participant under this Plan shall not constitute a contract of employment and shall not confer on a Participant any rights upon his or her termination of employment or relationship with the Company in addition to those rights, if any, expressly set forth in the Stock Incentive Agreement which evidences his or her Stock Incentive. 15.3 WITHHOLDING. The exercise or surrender of any Stock Incentive granted under this Plan shall constitute a Participant's full and complete consent to whatever action an Administrator directs to satisfy the federal and state tax withholding requirements, if any, which an Administrator in its discretion deems applicable to such exercise or surrender. 15.4 TRANSFER. The transfer of an Employee between or among the Company, a Subsidiary or a Parent shall not be treated as a termination of his or her employment under this Plan. 15.5 CONSTRUCTION. This Plan shall be construed under the laws of the State of Florida. APPENDIX A TO INFORMATION MANAGEMENT RESOURCES, INC. STOCK INCENTIVE PLAN RULES OF THE INFORMATION MANAGEMENT RESOURES, INC. STOCK INCENTIVE PLAN FOR EMPLOYEES IN FRANCE 1. Introduction. The Information Management Resources, Inc. Stock Incentive Plan (hereinafter, the "Plan" or the "U.S. Plan") specifically authorizes the Administrator to establish rules applicable to options granted under the U.S. Plan, including options granted to employees in France, as the Administrator deems advisable. The Administrator has determined that it is advisable to establish a sub-plan for the purposes of permitting such options to qualify for favorable treatment in France. Therefore, the Company now establishes a sub-plan of the U.S. Plan for the purpose of granting options which quality for the favorable treatment in France applicable to options granted under Sections L.208-l up to L.208-8-2 of Law No. 066-537 of July 24, 1966. The terms of the U.S. Plan, as adopted by the Board of Directors on July 15, 1996 and amended and restated effective November 8, 1997, of which this sub-plan is a part, shall constitute the Company's stock option plan for French Employees (the "French Plan"), subject to the following provisions. Under the French Plan, the qualifying employees will be granted only stock options. In no case will they be granted substitute awards, e.g., stock bonuses, restricted stock, stock appreciation rights or other similar awards. 2. Definitions. Terms used in the French Plan shall have the same meanings as set forth in the U.S. Plan. In addition, the term "Option" shall have the following meaning: a. Purchase Options that are rights to acquire shares repurchased by the Company prior to the grant of said Options; or b. Subscription Options that are rights to subscribe newly issued shares. The term "Grant Date" shall be the date on which the Administrator both (a) designates the optionee and (b) specifies the terms and conditions of the Option including the number of shares and the Option price. The term "Exercise Date" shall mean the fifth anniversary of the Grant Date. 3. Entitlement to Participate. Any salaried employee or corporate executive in France shall be eligible to receive Options under the French Plan, provided that he or she also satisfies the eligibility conditions of the U.S. Plan. Options may not be issued under the French Plan to employees or executives owning more than ten percent (10%) of the Company's capital shares or to individuals other than employees and corporate executives of a French subsidiary of the Company. Options may not be issued to directors of a French subsidiary unless they are employed by such subsidiary. 4. Conditions of the Option/Option Price. Notwithstanding any provision in the U.S. Plan to the contrary, the conditions of the Options (option price, number of underlying shares and vesting period) will not be modified after the Grant Date, except as provided under Section 6 of the French Plan. In this respect, Options will not be repriced, regranted, nor will the time at which Options may be exercised be accelerated. The Option price per share of common stock payable pursuant to Options issued hereunder shall be fixed by the Administrator on the date the Option is granted, but in no event shall the Option price per share be less than the greater of: a. with respect to purchase Options over the common stock, the higher of either 80% of the average quotation price of such common stock during the 20 days of quotation immediately preceding the Grant Date or 80% of the average purchase price paid for such common stock by the Company; b. with respect to subscription Options over the common stock, 80% of the average quotation price of such common stock during the 20 days of quotation immediately preceding the Grant Date; and c. the minimum Option exercise price permitted under the U.S. Plan. 5. Exercise of an Option. Upon exercise of an Option, the full Option price will have to be paid either by check or credit transfer. The optionee may also give irrevocable instructions to a stockbroker to properly deliver the Option price to the Company. The shares acquired upon exercise of an Option will be recorded in an account in the name of the shareholder, or if the shares are held by a broker after exercise, in an account in the name of the shareholder with the broker. No Option can be exercised before the Exercise Date. However, in the case of death of an optionee, outstanding Options shall be immediately vested and exercisable under the conditions set forth by Section 7 of the French Plan. 6. Changes in Capitalization. In compliance with French law, the Option price shall not be modified during the Option's duration. Adjustments to the Option exercise price or number of shares subject to an Option issued hereunder shall be made to preclude the dilution or enlargement of benefits under such Option only in the case of one or more of the following transactions by the Company: a. an increase of corporate capital by cash contribution; b. an issuance of convertible or exchangeable bonds; c. a capitalization of retained earnings, profits, or issuance premiums; d. a distribution of retained earnings by payment in cash or shares; and e. a reduction of corporate capital by set off against losses. 7. Death. In the event of the death of a French optionee, said individual's heirs may exercise the Option within six months following the death, provided that any Option which remains unexercised shall expire six months following the date of the optionee's death. 8. Interpretation. It is intended that Options granted under the French Plan shall qualify for the favorable tax and social treatment applicable to stock options granted under Sections L.208-l up to L.208-8-2 of Law No. 066-537 of July 24, 1966. The terms of the French Plan shall be interpreted accordingly and in accordance with the relevant provisions set forth by French tax and social security laws, as well as the French tax and social security administrations. 9. Amendments. Subject to the terms of the U.S. Plan, the Administrator reserves the right to amend or terminate the French Plan at any time. 10. Adoption. The French Plan was adopted by the Board of Directors of the Company on May 14, 1998. FIRST AMENDMENT TO THE INFORMATION MANAGEMENT RESOURCES, INC. FIRST AMENDED AND RESTATED STOCK INCENTIVE PLAN WHEREAS, CGI Group Inc. ("CGI") has entered into an Agreement and Plan of Merger, dated as of February 21, 2001, with IMRglobal Corp. ("IMR") and CGI Florida Corporation (a wholly-owned subsidiary of CGI) (the "Merger Agreement") pursuant to which IMR will become a wholly-owned subsidiary of CGI as of the Effective Time (as defined in the Merger Agreement); WHEREAS, IMR has established the First Amended and Restated Stock Incentive Plan (the "Plan"), effective November 8, 1997, which provides for the grant of stock options to employees and certain key individuals of IMR and any subsidiary or parent thereof to purchase common stock of IMR; WHEREAS, the Merger Agreement provides that all outstanding and unexercised stock options granted under the Plan shall cease to represent a right to acquire IMR common stock and shall be converted into options to acquire the Class A Subordinate Shares, without par value, of CGI and that CGI shall assume each IMR stock option subject to the terms of the Plan and any agreements evidencing the grants made thereunder; WHEREAS, pursuant to Section 12 of the Plan, the Board has the right to adjust (in a manner which satisfies the requirements of Section 424(a) of the Internal Revenue Code of 1986, as amended) the number of shares reserved under Section 3 of the Plan, and the number of shares subject to stock options granted under the Plan, and the exercise price of any options in the event of any corporate transaction described in Section 424 which provides for the substitution or assumption of such stock options; WHEREAS, pursuant to Section 14 of the Plan, the Plan may be amended by the Board of Directors of IMR (the "Board") from time to time to the extent that the Board deems necessary or appropriate; and WHEREAS, this first amendment to the Plan as follows below will not (1) increase the number of shares reserved under Section 3 of the Plan, (2) extend the maximum life of the Plan under Section 11 or the maximum exercise period under Section 7, (3) decrease the minimum exercise price under Section 7 or (4) change the designation of employees or key individuals eligible for stock options under Section 6. NOW, THEREFORE, the Plan is hereby amended as follows, effective immediately following the Effective Time: 1. The first sentence of Section 1 is amended to change the reference to "the Company's shareholders" to "CGI's shareholders." 2. Section 2.3 (the definition of "Board"), Section 2.4 (the definition of "Change of Control"), Section 2.26 (the definition of "Successor"), Section 2.30 (the definition of "Transaction"), Section 12, Section 13.1, Section 14 and Section 15.1 of the Plan, and Section 2a of the Appendix to the Plan, are amended to change the references to "the Company" to "CGI." 3. Section 2.3 is amended to add after the word "CGI" the following: "or any such persons designated by the Board." 4. A new Section 2.4 is added to provide the following: "2.4 CGI means CGI Group Inc., a company organized under the laws of the province of Quebec (Canada), and any successor to such organization." All subsequent subsections in Section 2 and all references thereto are hereby renumbered accordingly. 5. Section 2.8 (formerly Section 2.7) is amended in its entirety to provide the following: "2.8 COMMON STOCK means the Class A Subordinate Shares of CGI, without par value, and shall also mean any other stock or securities (including any other share or securities of an entity other than CGI) for or into which the outstanding shares of such stock are hereinafter exchanged or changed." 6. Section 2.9 (formerly Section 2.8 referring to the definition of "Company"), Section 2.20 (formerly Section 2.19) and the title of the Plan are amended to replace the words "Information Management Resources, Inc." with "IMRglobal Corp." 7. Section 2.12 (formerly Section 2.11) is amended in its entirety to provide the following: "2.12 FAIR MARKET VALUE means, as of any specified date, the mean of the high and low sales prices of the Shares reported on the New York Stock Exchange Composite Tape on that date, or if no prices are reported on that date, on the last preceding date on which such prices of the Shares are so reported. In the event Shares are not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate. 8. Section 2.14(i) (formerly Section 2.13(i)) and Section 4 are amended to replace the term "Board" with the words "board of the Company." 9. Section 2.29 (formerly Section 2.28) is amended to replace the words "the Company, a Subsidiary or a Parent" with "CGI or any subsidiary or parent corporation (within the meaning of Section 424 of the Code) of CGI." 10. The first two sentences of Section 3 are amended in their entirety to provide the following: "The total number of Shares that may be issued pursuant to Stock Incentives under this Plan following the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 21, 2001, by and among the Company, CGI and CGI Florida Corporation) shall not exceed 25,563,919, as adjusted pursuant to Section 12 hereof. Such Shares shall be reserved, to the extent that CGI and the Company deem appropriate, from authorized but unissued Shares, and from Shares which have been reacquired by CGI." 11. The second sentence of Section 7.2(c) is amended to replace the term "Company's" with "CGI's." 12. Section 10 is amended to change the references to "Company" to "Company or CGI". 13. Section 11 is amended to delete the period at the end thereof and to add the following: ", or (c) the Effective Time as defined in the Agreement and Plan of Merger, dated as of February 21, 2001, by and among CGI, the Company and CGI Florida Corporation, in which event this Plan otherwise thereafter shall continue in effect until all outstanding Stock Incentives have been surrendered or exercised in full or no longer are exercisable." 14. The second sentence of Section 3 of the Appendix to the Plan is amended to replace the words "the Company's capital shares" with "the Shares of Common Stock." IN WITNESS WHEREOF, this amendment to the Information Management Resources, Inc. First Amended and Restated Stock Incentive Plan is hereby executed. WITNESS AS TO IMRglobal CORP. IMRglobal CORP. By: /s/ Dilip Patel By: /s/ Vincent Addonisio ------------------------------- --------------------------- Dilip Patel Vincent Addonisio Date: July 25, 2001 Date: July 25, 2001 --------------------------- ----------------------- WITNESS AS TO CGI GROUP INC. CGI GROUP INC. By: /s/ Christiane Jodoin By: /s/ Serge Godin ------------------------------- --------------------------- Christiane Jodoin Serge Godin Date: July 26, 2001 Date: July 26, 2001 --------------------------- ------------------------ EX-4.2 3 amend3.txt EXHIBIT 4.2 Exhibit 4.2 INFORMATION MANAGEMENT RESOURCES, INC. DIRECTORS STOCK OPTION PLAN SECTION 1. PURPOSE The purpose of this Plan is to promote the interests of the Company and its stockholders by strengthening the Company's ability to attract and retain the services of experienced and knowledgeable nonemployee directors and by encouraging such directors to acquire an increased proprietary interest in the Company. SECTION 2. DEFINITIONS Each term set forth in this Section shall have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular. 2.1 ANNUAL MEETING DATE means, with respect to each fiscal year, the date within such fiscal year on which the annual meeting of the shareholders of the Company is held. If in any fiscal year the Company shall not hold an annual meeting of shareholders, the Annual Meeting Date shall be deemed to occur on the 120th day of the fiscal year in which no such annual meeting of shareholders is held. 2.2 BOARD means the Board of Directors of the Company. 2.3 CODE means the Internal Revenue Code of 1986, as amended. 2.4 COMMITTEE means the committee appointed by the Board pursuant to Section 5. 2.5 COMMON STOCK means the common stock of the Company, $.1O par value per share, as defined in the Company's Articles of Incorporation, as the same may be amended from time to time, and shall also mean any other stock or securities (including any other share or securities of an entity other than the Company) for or into which the outstanding shares of such stock are hereinafter exchanged or changed. 2.6 COMPANY means Information Management Resources, Inc., a Florida corporation, and any successor to such organization. 2.7 ELIGIBLE DIRECTOR means a director of the Company who is not an employee of the Company or a Parent or Subsidiary. 2.8 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. 2.9 EXERCISE PRICE means the price which shall be paid to purchase one Share upon the exercise of an Option granted under this Plan. 2.10 FAIR MARKET VALUE of each Share of Common Stock on any date shall mean the price determined below on the last business day immediately preceding the date of valuation: (a) The closing sales price per Share, regular way, or in the absence thereof the mean of the last reported bid and asked quotations, on such date on the exchange having the greatest volume of trading in the Shares during the thirty-day period preceding such date (or if such exchange was not open for trading on such date, the next preceding date on which it was open); or (b) If there is no price as specified in (a), the final reported sales price per Share, or if not reported, the mean of the closing high bid and low asked prices in the over-the-counter market for the Shares as reported by the National Association of Securities Dealers Automatic Quotation System, or if not so reported, then as reported by the National Quotation Bureau Incorporated, or if such organization is not in existence, by an organization providing similar services, on such date (or if such date is not a date for which such system or organization generally provides reports, then on the next preceding date for which it does so); or (c) If there also is no price as specified in (b), the price per Share determined by the Committee by reference to bid-and-asked quotations for the Shares provided by members of an association of brokers and dealers registered pursuant to Subsection 15(b) of the Exchange Act, which members make a market in the Shares, for such recent dates as the Committee shall determine to be appropriate for fairly determining current market value; or (d) If there also is no price as specified in (c), an amount per Share determined in good faith by the Committee based on such relevant facts, which may include opinions of independent experts, as may be available to the Committee. 2.11. INTERIM GRANT DATE means the date on which an Eligible Director is first appointed or elected to the Board, if such Eligible Director is so appointed or elected on a date other an Annual Meeting Date. 2.12 OPTION means an option granted under this Plan to purchase Shares; all Options granted under this Plan are intended by the Company to be nonqualified options which are not entitled to special tax treatment under, and do not satisfy the requirements of, Code Section 422. 2.13 OPTIONEE means grantee of an Option. 2.14 PARENT means any corporation which is a parent of the Company within the meaning of Section 424(e) of the Code. 2.15 PLAN means the Information Management Resources, Inc. Directors Stock Option Plan, as amended from time to time. 2.16 SHARE means a share of the Common Stock of the Company. 2.17 STOCK OPTION GRANT CERTIFICATE means the written agreement or instrument which sets forth the terms of an Option granted to an Eligible Director under this Plan. 2.18 SUBSIDIARY means any corporation which is a subsidiary (within the meaning of Section 424(f) of the Code) of the Company. 2.19 SURRENDERED SHARES means the Shares described in Section 9 which (in lieu of being purchased) are surrendered for cash or Shares, or for a combination of cash and Shares, in accordance with Section 9. SECTION 3. SHARES SUBJECT TO OPTIONS One Hundred Fifty Thousand (150,000) Shares of Common Stock shall be reserved for issue under this Plan. Such Shares shall be reserved to the extent that the Company deems appropriate from authorized but unissued Shares and from Shares which have been reacquired by the Company. Furthermore, any Shares subject to an Option which remain after the cancellation, expiration or exchange of such Option thereafter shall again become available for use under this Plan, but any Surrendered Shares which remain after the surrender of an Option under Section 9 shall not again become available for use under this Plan. SECTION 4. EFFECTIVE DATE The effective date of this Plan shall be the date it is adopted by the Board, provided the shareholders of the Company approve this Plan within twelve (12) months after such effective date. If such effective date comes before such shareholder approval, any Options granted under this Plan before the date of such approval automatically shall be granted subject to such approval. The Plan shall continue in effect until it is terminated by action of the Board or the Company's stockholders, but such termination shall not affect the terms of any Options then outstanding. SECTION 5. ADMINISTRATION The Plan shall be administered by the Committee, which shall consist of two (2) or more directors appointed by the Board. The Committee, acting in its absolute discretion, shall exercise such powers and take such action as expressly called for under this Plan. The Committee shall have the power to interpret this Plan and, subject to Section 14, to take such other action in the administration and operation of the Plan as it deems equitable under the circumstances. The Committee's actions shall be binding on the Company, on each affected Eligible Director, and on each other person directly or indirectly affected by such action. SECTION 6. ELIGIBILITY Each Eligible Director shall be entitled to participate in the Plan and shall be eligible to receive those grants of Options which shall be applicable to such Eligible Director pursuant to the terms and conditions of Section 7. SECTION 7. GRANT OF OPTIONS 7.1 REGULAR GRANTS. An Option to purchase Ten Thousand (10,000) Shares (as adjusted, pursuant to Section 12) shall automatically be granted to each Eligible Director on the Annual Meeting Date in 1998. Subsequent Options to purchase Ten Thousand (10,000) Shares shall automatically be granted every other Annual Meeting Date thereafter, so that Options shall be granted hereunder every two (2) years. Options shall continue to be granted hereunder so long as this Plan continues in effect, or until the Shares available for grant shall no longer be sufficient to grant each Eligible Director an Option for the number of Shares determined according to this Subsection 7.1, at which time Options shall be granted to each director to acquire a number of shares determined by allocating all Shares remaining available for grant hereunder among the Eligible Directors then entitled to a grant hereunder. Eligible Directors shall not be entitled to any payment of cash hereunder in lieu of receiving Options. Each grant of an Option shall be evidenced by a Stock Option Grant Certificate, and each Stock Option Grant Certificate shall incorporate such other terms and conditions as the Committee, acting in its absolute discretion, deems consistent with the terms of this Plan, including (without limitation) a restriction on the number of Shares subject to the Option which first become exercisable or subject to surrender during any calendar year. Any Option granted to an Eligible Director shall, at his request, be issued to, in the name and for the benefit of the entity through which such Eligible Director has invested in the Company. 7.2 INTERIM GRANTS. Each Eligible Director who is first appointed or elected to the Board on an Interim Grant Date shall be granted an Option on such Interim Grant Date to purchase a number of Shares of Common Stock equal to the product (rounded to the nearest One Hundred (100) Shares) of Ten Thousand (10,000) multiplied by a fraction, the numerator of which is the number of days during the period beginning on such Interim Grant Date and ending on the next following Annual Meeting Date on which Options shall be granted pursuant to Section 7.1, and the denominator of which is Seven Hundred Thirty (730). 7.3 INITIAL GRANTS. Upon the consummation of an underwritten public offering of the Company's Common Stock (an "IPO"), an Option to purchase Ten Thousand (10,000) Shares (as adjusted, pursuant to Section 12) shall automatically be granted to each Eligible Director (an "Initial Grant"). An Optionee shall be entitled to acquire fifty percent (50%) of the Shares subject to an Initial Grant on the Annual Meeting Date in 1997. An Optionee shall be entitled to acquire one hundred percent (100%) of the Shares subject to an Initial Grant on the Annual Meeting Date in 1998. SECTION 8. TERMS AND CONDITIONS OF OPTIONS 8.1 EXERCISE PRICE. The Exercise Price for each Option granted shall be the Fair Market Value of the Common Stock on the second to last business day preceding the date that the Option is automatically granted; provided, however, that the Exercise Price for each Option granted pursuant to Section 7.3 shall be the price for the Company's Common Stock first offered to the public as of the consummation of the IPO. 8.2 VESTING OF OPTIONS. Each Option granted under the Plan shall vest as provided below unless otherwise specified in the Plan or the Stock Option Grant Certificate. For purposes of the Plan, that portion of an Option which is vested may be exercised by the Optionee according to the terms and conditions of the Plan. (a) An Optionee shall be entitled to acquire fifty percent (50%) of the Shares subject to an Option on the date on which the Optionee completes twelve (12) months of continuous service on the Board following the date of grant of such Option; (b) An Optionee shall be entitled to acquire one hundred percent (100%) of the Shares subject to an Option on the date on which the Optionee completes twenty-four (24) months of continuous service on the Board following the date of grant of such Option. 8.3 TERM OF OPTION. Each Option granted under the Plan shall include an expiration date, which shall be set forth in the Stock Option Grant Certificate. Unless otherwise provided in the Stock Option Grant Certificate, the termination of service of an Optionee as a member of the Board by death or otherwise shall not accelerate or otherwise affect the number of Shares with respect to which an Option may be exercised, and such Option may only be exercised with respect to that number of Shares which could have been purchased under the Option had the Option been exercised by the Optionee on the date that such Optionee ceased to be a member of the Board by reason of such Optionee's death or for any other reason. Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Stock Option Grant Certificate, but no Stock Option Grant Certificate shall: (a) make an Option exercisable before the date such Option is granted; or (b) make an Option exercisable after the earlier of the first to occur of the following (at which time such option shall be deemed to have terminated): (i) immediately at the time and on the date such Option is exercised in full; (ii) at 5:00 p.m., EST, on the date which is the tenth (10th) anniversary of the date such Option is granted; (iii) at 5:00 p.m., EST on the thirtieth (30) day following the date an Optionee ceases to be a member of the Board of Directors for any reason other than his death or disability; or (iv) at 5:00 p.m., EST on the ninetieth (90) day following the date that an Optionee ceases to be a member of the Board of Directors by reason of his death or disability. 8.4 TIME AND MANNER OF OPTION EXERCISE. Any vested and exercisable Option is exercisable in whole or in part at any time or from time to time prior to the expiration of an Option by giving written notice, signed by the person exercising the Option, to the Company stating the number of Shares with respect to which the Option is being exercised, accompanied by payment in full of the Exercise Price for the number of Shares to be purchased. The date and time upon which the Company's Secretary or Treasurer shall have received both such notice and payment shall be the date and time of exercise of the Option as to the number of Shares described by the Optionee. No Option may be exercised at any time with respect to a fractional share. Any Option of a deceased Optionee may be exercised, to the extent vested at the time of such Optionee's death, by the estate of such Optionee or by a person or persons whom the Optionee has designated in writing filed with the Company, or, if no such designation has been made, by the person or persons to whom the Optionee's rights have passed by will or the laws of descent and distribution. 8.5 PAYMENT OF EXERCISE PRICE. Payment of the Exercise Price may be in cash, by cashier's check, by personal check, or by promissory note of the Optionee. The Committee may also provide in an exercise agreement upon exercise of an Option that, in lieu of cash, all or any portion of the Exercise Price may be paid by tendering to the Company Shares of Common Stock duly endorsed for transfer and owned by the Optionee, to be credited against the Option price at the Fair Market Value of such Shares on the date of exercise. A promissory note tendered in payment of the Exercise Price shall be in a form designated by the Committee, shall be signed by the Optionee (which signature shall be notarized or guaranteed) and shall include substantially the following terms: interest on the principal amount of the note shall accrue at a per annum rate equal to the prime rate as announced from time to time by the principal bank of the Company, or if the Company has no principal bank, that rate announced by the Wall Street Journal as the prevailing "prime rate" of interest per annum; equal payments of principal and interest shall be payable in installments for a period determined by the Committee following exercise, and upon the expiration of such period the entire unpaid principal amount, together with accrued by unpaid interest, shall be due and payable; and the Optionee executing the note shall be personally liable for timely payment of the unpaid principal balance and all accrued by unpaid interest. 8.6 TRANSFERABILITY. The right of any Optionee to exercise an Option granted under the Plan shall, during the lifetime of such Optionee, be exercisable only by such Optionee or by a person who obtained such Option pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the rules thereunder (a "QDRO"), and shall not be assignable or transferable by such Optionee other than by will or by the laws of descent and distribution or by a QDRO. 8.7 LIMITATION OF RIGHTS. (a) LIMITATION AS TO SHARES. Neither the recipient of an Option under the Plan nor an Optionee's successor or successors in interest shall have any rights as a stockholder of the Company with respect to any Shares subject to an Option granted to such person until the date of issuance of a stock certificate for such Shares. (b) LIMITATION AS TO DIRECTORSHIP. Neither the Plan, nor the granting of an Option, nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that an Eligible Director has a right to continue as a member of the Board for any period of time or at any particular rate of compensation. (c) REGULATORY APPROVAL AND COMPLIANCE. The Company shall not be required to issue any certificate or certificates for Shares upon the exercise of an Option granted under the Plan or to record as a holder of record of Shares the name of the individual exercising an Option under the Plan, without obtaining to the complete satisfaction of the Board the approval of all regulatory bodies deemed necessary by the Board and without complying, to the Board's complete satisfaction, with all rules and regulations under federal, state, or local law deemed applicable by the Board. In addition, with respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Board or the Committee fail to comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board. SECTION 9. SURRENDER OF OPTIONS 9.1 GENERAL RULE. The Committee, in its absolute discretion may incorporate a provision in a Stock Option Grant Certificate to allow an Optionee to surrender his or her Option in whole or in part in lieu of the exercise in whole or in part of that Option on any date that (a) the Fair Market Value of the Shares subject to such Option exceeds the Exercise Price for such Shares, and (b) the Option to purchase such Shares is otherwise exercisable. 9.2 PROCEDURE. The surrender of an Option in whole or in part shall be effected by the delivery of the Stock Option Grant Certificate to the Committee (or to its delegate) together with a statement signed by the Optionee which specifies the number of Shares ("Surrendered Shares") as to which the Optionee surrenders his or her Option and how he or she desires payment be made for such Surrendered Shares. 9.3 PAYMENT. An Optionee in exchange for his or her Surrendered Shares shall receive a payment in cash or in Shares, or in a combination of cash and Shares, equal in amount on the date such surrender is effected to the excess of the Fair Market Value of the Surrendered Shares on such date over the Exercise Price for the Surrendered Shares. The Committee acting in its absolute discretion can approve or disapprove an Optionee's request for payment in whole or in part in cash and can make that payment in cash or in such combination of cash and Shares as the Committee deems appropriate. A request for payment only in Shares shall be approved and made in Shares to the extent payment can be made in whole shares of Shares and (at the Committee's discretion) in cash in lieu of any fractional Shares. 9.4 RESTRICTIONS. Any Stock Option Grant Certificate which incorporates a provision to allow an Optionee to surrender his or her Option in whole or in part also shall incorporate such additional restrictions on the exercise or surrender of such Option as the Committee deems necessary to satisfy the conditions to the exemption under Rule 16b-3 (or any successor exemption) to Section 16(b) of the Exchange Act. SECTION 10. SECURITIES REGISTRATION Each Stock Option Grant Certificate may provide that, upon the receipt of Shares as a result of the surrender or exercise of an Option, the Optionee shall, if so requested by the Company, hold such Shares for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect. Each Stock Option Grant Certificate also may provide that, if so requested by the Company, the Optionee shall make a written representation to the Company that he or she will not sell or offer to sell any of such Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended ("1933 Act") and any applicable state securities law or unless he or she shall have furnished to the Company an opinion, in form and substance satisfactory to the Company, or legal counsel acceptable to the Company, that such registration is not required. Certificates representing the Shares transferred upon the exercise or surrender of an Option granted under this Plan may at the discretion of the Company bear a legend to the effect that such Shares have not been registered under the 1933 Act or any applicable state securities law and that such Shares may not be sold or offered for sale in the absence of an effective registration statement as to such Shares under the 1933 Act and any applicable state securities law or an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. SECTION 11. LIFE OF PLAN No Option shall be granted under this Plan on or after the earlier of: (a) The tenth (10th) anniversary of the effective date of this Plan (as determined under Section 4 of this Plan), in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options have been surrendered or exercised in full or no longer are exercisable; or (b) The date on which all of the Shares reserved under Section 3 of this Plan have (as a result of the surrender or exercise of Options granted under this Plan) been issued or no longer are available for use under this Plan, in which event this Plan also shall terminate on such date. SECTION 12. ADJUSTMENT The number of Shares reserved under Section 3 of this Plan, the number of Shares subject to Options granted under this Plan and the Exercise Price of such Options shall be adjusted by the Board in an equitable manner to reflect any change in the capitalization of the Company, including, but not limited to, such changes as stock dividends or stock splits. Furthermore, the Board shall have the right to adjust (in a manner which satisfies the requirements of Code Section 424(a)) the number of Shares reserved under Section 3 of this Plan and the number of Shares subject to Options granted under this Plan and the Exercise Price of such Options in the event of any corporate transaction described in Code Section 424(a) which provides for the substitution or assumption of such Options. If any adjustment under this Section creates a fractional Share or a right to acquire a fractional Share, such fractional Share shall be disregarded and the number of Shares reserved under this Plan and the number subject to any Options granted under this Plan shall be the next lower number of Shares, rounding all fractions downward. An adjustment made under this Section by the Board shall be conclusive and binding on all affected persons and, further, shall not constitute an increase in the number of Shares reserved under Section 3 of this Plan. SECTION 13. SALE OR MERGER OF THE COMPANY If the Company: (i) agrees to sell substantially all of its assets for cash or property or for a combination of cash and property, (ii) agrees to any merger, consolidation, reorganization, division or other transaction in which Shares are converted into another security or into the right to receive securities or property and such agreement does not provide for the assumption or substitution of the Options granted under this Plan, or (iii) agrees to dissolve the Company or liquidate its assets, then immediately following such time that the Company manifests its agreement in writing to do any of the foregoing, at the direction and discretion of the Board, or as is otherwise provided in the Stock Option Grant Certificates, either (a) each Option shall be exercisable for a period of thirty (30) days following delivery of written notice to each holder of an Option (after which such Option shall expire), or (b) each Option may be canceled unilaterally by the Company in exchange for the whole Shares (or, subject to satisfying the conditions to the exemption under Rule 16b-3 or any successor exemption to Section 16(b) of the Exchange Act, for the whole Shares and the cash in lieu of a fractional Share) which each Optionee otherwise would receive if he or she had the right to surrender his or her outstanding Option in full under Section 9 of this Plan and he or she exercised that right exclusively for Shares on a date fixed by the Board which comes before such sale or other corporate transaction. SECTION 14. AMENDMENT OR TERMINATION This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, no such amendment shall be made absent the approval of the shareholders of the Company: (i) to increase the number of Shares reserved under Section 3, except as set forth in Section 12, (ii) to extend the maximum life of the Plan under Section 11 or the maximum exercise period under Section 8, (iii) to decrease the minimum Exercise Price under Section 7, or (iv) to change the designation of Optionees eligible for Options under Section 6. The Board also may suspend the granting of Options under this Plan at any time and may terminate this Plan at any time; provided, however, the Company shall not have the right to modify, amend or cancel any Option granted before such suspension or termination unless: (a) the Optionee consents in writing to such modification, amendment or cancellation, or (b) there is a dissolution or liquidation of the Company or a transaction described in Section 12 or Section 13 of this Plan. SECTION 15. MISCELLANEOUS 15.1 WITHHOLDING. The exercise or surrender of any Option granted under this Plan shall constitute an Optionee's full and complete consent to whatever action the Committee directs to satisfy the federal and state tax withholding requirements, if any, which the Committee in its discretion deems applicable to such exercise or surrender. In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company in cash the full amount of any federal, state and local income, employment or other taxes required to be withheld from the income of such Optionee as a result of such exercise; provided, however, that in the discretion of the Committee any Stock Option Grant Certificate may provide that all or any portion of such tax obligations, together with additional taxes not exceeding the actual additional taxes be owed by the Optionee as a result of such exercise, may, upon the irrevocable election of the Optionee, be paid by tendering to the Company whole Shares of Common Stock duly endorsed for transfer and owned by the Optionee, or by authorizing the Company to withhold Shares of Common Stock otherwise issuable upon exercise of the Option, in either case in that number of Shares having a Fair Market Value on the date of exercise equal to the amount of such taxes thereby being paid, in all cases subject to such restrictions as the Committee may from time to time determine, including any such restrictions as may be necessary or appropriate to satisfy the conditions of the exemption set forth in Rule 16b-3 under the Exchange Act. 15.2 CONSTRUCTION. This Plan shall be construed under the laws of the State of Florida. FIRST AMENDMENT TO THE INFORMATION MANAGEMENT RESOURCES, INC. DIRECTORS STOCK OPTION PLAN WHEREAS, CGI Group Inc. ("CGI") has entered into an Agreement and Plan of Merger, dated as of February 21, 2001, with IMRglobal Corp. ("IMR") and CGI Florida Corporation (a wholly-owned subsidiary of CGI) (the "Merger Agreement") pursuant to which IMR will become a wholly-owned subsidiary of CGI as of the Effective Time (as defined in the Merger Agreement); WHEREAS, IMR has established the Directors Stock Option Plan (the "Plan") which provides for the grant of stock options to non-employee directors of IMR to purchase common stock of IMR; WHEREAS, the Merger Agreement provides that all outstanding and unexercised stock options granted under the Plan shall cease to represent a right to acquire IMR common stock and shall be converted into options to acquire the Class A Subordinate Shares, without par value, of CGI and that CGI shall assume each IMR stock option subject to the terms of the Plan and any agreements evidencing the grants made thereunder; WHEREAS, pursuant to Section 12 of the Plan, the Board has the right to adjust (in a manner which satisfies the requirements of Section 424(a) of the Internal Revenue Code of 1986, as amended) the number of shares reserved under Section 3 of the Plan, and the number of shares subject to stock options granted under the Plan, and the exercise price of any options in the event of any corporate transaction described in Section 424 which provides for the substitution or assumption of such stock options; WHEREAS, pursuant to Section 14 of the Plan, the Plan may be amended by the Board of Directors of IMR (the "Board") from time to time to the extent that the Board deems necessary or appropriate; and WHEREAS, this first amendment of the Plan as follows below will not (1) increase the number of shares reserved under Section 3 of the Plan, (2) extend the maximum life of the Plan under Section 11 or the maximum exercise period under Section 8, (3) decrease the minimum exercise price under Section 7 or (4) change the designation of optionees eligible for stock options under Section 6. NOW, THEREFORE, the Plan is hereby amended as follows, effective immediately following the Effective Time: 1. Section 1, Section 2.2 (the definition of "Board"), Section 7.1, Section 8.7, Section 12, Section 13 and Section 14 of the Plan are amended to change the references to "the Company" to "CGI." 2. Section 2.2 is amended to add after the word "CGI" the following: "or any such persons designated by the Board." 3. A new Section 2.3 is added to provide the following: "2.3 CGI means CGI Group Inc., a company organized under the laws of the province of Quebec (Canada), and any successor to such organization." All subsequent subsections in Section 2 and all references thereto are hereby renumbered accordingly. 4. Section 2.6 (formerly Section 2.5) is amended in its entirety to provide the following: "2.6 COMMON STOCK means the Class A Subordinate Shares of CGI, without par value, and shall also mean any other stock or securities (including any other share or securities of an entity other than CGI) for or into which the outstanding shares of such stock are hereinafter exchanged or changed." 5. Section 2.7 (formerly Section 2.6), Section 2.16 (formerly Section 2.15) and the title of the Plan are amended to replace the words "Information Management Resources, Inc." with "IMRglobal Corp." 6. Section 2.11 (formerly Section 2.10) is amended in its entirety to provide the following: "2.11 FAIR MARKET VALUE means, as of any specified date, the mean of the high and low sales prices of the Shares reported on the New York Stock Exchange Composite Tape on that date, or if no prices are reported on that date, on the last preceding date on which such prices of the Shares are so reported. In the event Shares are not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate. 7. Section 2.12 (formerly Section 2.11), Section 4, Section 7.2, Section 8.2, Section 8.3 and Section 8.7(b) are amended to replace the term "Board" with the words "board of the Company." 8. The first two sentences of Section 3 are amended in their entirety to provide the following: "Five hundred thirty nine thousand, one hundred and twenty three (539,123) Shares of Common Stock shall be reserved for issue under this Plan following the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 21, 2001, by and among the Company, CGI and CGI Florida Corporation), as adjusted pursuant to Section 12 hereof. Such Shares shall be reserved, to the extent that CGI and the Company deem appropriate, from authorized but unissued Shares, and from Shares which have been reacquired by CGI." 9. Section 8.1 is amended to add "Subject to adjustment in accordance with Section 12," prior to the beginning of that sentence and to delete the term "Company's". 10. Section 10 is amended to change the references to "Company" to "Company or CGI". 11. Section 11 is amended to delete the period at the end thereof and to add the following: "; or (c) the Effective Time as defined in the Agreement and Plan of Merger, dated as of February 21, 2001, by and among CGI, the Company and CGI Florida Corporation, in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options have been surrendered or exercised in full or no longer are exercisable." IN WITNESS WHEREOF, this amendment to the Information Management Resources, Inc. Directors Stock Option Plan is hereby executed. WITNESS AS TO IMRglobal CORP. IMRglobal CORP. By: /s/ Dilip Patel By: /s/ Vincent Addonisio ------------------------------- --------------------------- Dilip Patel Vincent Addonisio Date: July 25, 2001 Date: July 25, 2001 --------------------------- ----------------------- WITNESS AS TO CGI GROUP INC. CGI GROUP INC. By: /s/ Christiane Jodoin By: /s/ Serge Godin ------------------------------- --------------------------- Christiane Jodoin Serge Godin Date: July 26, 2001 Date: July 26, 2001 --------------------------- ------------------------ EX-4.3 4 amend5.txt EXHIBIT 4.3 Exhibit 4.3 IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN SECTION 1. PURPOSE The purpose of this Plan is to promote the interests of the Company by providing the opportunity to purchase Shares to Employees in order to attract and retain Employees by providing an incentive to work to increase the value of Shares and a stake in the future of the Company which corresponds to the stake of each of the Company's shareholders. The Plan provides for the grant of Non-Qualified Stock Options to aid the Company in obtaining these goals. SECTION 2. DEFINITIONS Each term set forth in this Section shall have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular, and reference to one gender shall include the other gender. 2.1 ADMINISTRATOR means the Board or any of its Committees or an Officer, if so designated by the Board; an Administrator shall administer the Plan, in accordance with Section 5 of the Plan. 2.2 APPLICABLE LAWS means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where Options are, or will be, granted under the Plan. 2.3 BOARD means the Board of Directors of the Company. 2.4 CHANGE OF CONTROL means (i) the acquisition by a third person, including a "person" as defined in Section 13(d)(3) of the Exchange Act, of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the total number of votes that may be cast for the election of the directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger, consolidation or other business combination, sale of assets or one or more contested elections, or any combination of the foregoing transactions, the persons who were directors of the Company shall cease to constitute a majority of the Board of Directors of the Company. 2.5 CODE means the Internal Revenue Code of 1986, as amended. 2.6 COMMITTEE means a committee of Directors appointed by the Board in accordance with Section 5 of the Plan. 2.7 COMMON STOCK means the common stock of the Company, $. 10 par value per share, as defined in the Company's Articles of Incorporation, as the same may be amended from time to time, and shall also mean any other stock or securities (including any other share or securities of an entity other than the Company) for or into which the outstanding shares of such stock are hereinafter exchanged or changed. 2.8 COMPANY means IMRglobal Corp., a Florida corporation, and any successor to such organization. 2.9 EMPLOYEE means an employee of the Company or a Subsidiary, but shall not include any member of the Board of Directors of the Company or an Officer. 2.10 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. 2.11 EXERCISE PRICE means the price which shall be paid to purchase one (1) Share upon the exercise of an Option granted under this Plan. 2.12 FAIR MARKET VALUE of each Share on any date means the price determined below on the last business day immediately preceding the date of valuation: (a) The closing sales price per Share, regular way, or in the absence thereof the mean of the last reported bid and asked quotations, on such date on the exchange having the greatest volume of trading in the Shares during the thirty-day period preceding such date (or if such exchange was not open for trading on such date, the next preceding date on which it was open); or (b) If there is no price as specified in (a), the final reported sales price per Share, or if not reported, the mean of the closing high bid and low asked prices in the over-the-counter market for the Shares as reported by the National Association of Securities Dealers Automatic Quotation System, or if not so reported, then as reported by the National Quotation Bureau Incorporated, or if such organization is not in existence, by an organization providing similar services, on such date (or if such date is not a date for which such system or organization generally provides reports, then on the next preceding date for which it does so); or (c) If there also is no price as specified in (b), the price per Share determined by the Board by reference to bid-and-asked quotations for the Shares provided by members of an association of brokers and dealers registered pursuant to Subsection 15(b) of the Exchange Act, which members make a market in the Shares, for such recent dates as the Board shall determine to be appropriate for fairly determining current market value; or (d) If there also is no price as specified in (c), an amount per Share determined in good faith by the Board based on such relevant facts, which may include opinions of independent experts, as may be available to the Board. 2.13 OFFICER means a person who is an executive officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 2.14 OPTION means an option granted under this Plan to purchase Shares which is not intended by the Company to satisfy the requirements of Code Section 422. 2.15 PARENT means any corporation which is a parent of the Company (within the meaning of Code Section 424(e)) or a parent of a Successor. 2.16 PARTICIPANT means an individual who receives an Option hereunder. 2.17 PLAN means the IMRglobal Corp. 1999 Employee Stock Incentive Plan, as amended from time to time. 2.18 SHARES means shares of the Common Stock. A Share means one (1) share of Common Stock. 2.19 STOCK INCENTIVE AGREEMENT means an agreement between the Company and a Participant evidencing an award of an Option. 2.20 SUBSIDIARY means any corporation which is a subsidiary of the Company (within the meaning of Code Section 424(f) or a subsidiary of a Successor. 2.21 SUCCESSOR means any entity which acquires all or substantially all of the assets of the Company or is the survivor or Successor entity in any merger, consolidation, reorganization, division or other Transaction in which Shares are converted into another security or into the right to receive property or another security or any combination thereof. 2.22 SURRENDERED SHARES means the Shares described in Section 9.2 which (in lieu of being purchased) are surrendered for cash or Shares, or for a combination of cash and Shares, in accordance with Section 9. 2.23 TERMINATION OF EMPLOYMENT WITHOUT CAUSE means a termination of employment other than a termination for (i) willful dishonesty toward or deliberate injury or attempted injury to the employer; (ii) indictment or conviction of a felony involving moral turpitude; or (iii) breach of the terms of a written employment agreement and failure to cure such breach within thirty (30) days following written notice from the employer. 2.24 TRANSACTION means a transaction in which another entity acquires all or substantially all of the assets of the Company or is the survivor or Successor entity in any merger, consolidation, reorganization, division or other transaction in which Shares are converted into another security or into the right to receive property or another security or any combination thereof. SECTION 3. SHARES SUBJECT TO OPTIONS The total number of Shares that may be issued pursuant to Options under this Plan shall not exceed Two Million (2,000,000), as adjusted pursuant to Section 12. Such Shares shall be reserved, to the extent that the Company deems appropriate, from authorized but unissued Shares, and from Shares which have been reacquired by the Company. Furthermore, any Shares subject to an Option which remain after the cancellation, expiration or exchange of such Option thereafter shall again become available for use under this Plan, but any Surrendered Shares which remain after the surrender of an Option under Section 9 shall not again become available for use under this Plan. SECTION 4. EFFECTIVE DATE The effective date of this Plan shall be the date it is adopted by the Board. No shareholder approval will be obtained. SECTION 5. ADMINISTRATION This Plan shall be administered by (a) the Board, (b) a Committee, which committee shall be constituted to satisfy Applicable Laws, and/or (c) one or more Officers, to the extent so designated by the Board and permitted by Applicable Laws. To the extent that an Administrator determines it to be desirable to qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code. An Administrator, acting in its absolute discretion, shall exercise such powers and take such actions as expressly called for under this Plan. An Administrator shall have the power to interpret this Plan and, subject to Section 14, to take such other action in the administration and operation of the Plan as it deems equitable under the circumstances. An Administrator's actions shall be binding on the Company, on each affected Employee, and on each other person directly or indirectly affected by such actions. An Administrator shall act according to the policies and procedures set forth in the Plan and to those policies and procedures established by the Board, and an Administrator shall have such powers and responsibilities as are set forth by the Board. Reference to the Board in this Plan shall specifically include reference to an Administrator where the Board has delegated its authority to an Administrator, and any action by an Administrator pursuant to a delegation of authority by the Board shall be deemed an action by the Board under the Plan. Notwithstanding the above, the Board may assume the powers and responsibilities granted to an Administrator at any time, in whole or in part. SECTION 6. ELIGIBILITY Only Employees shall be eligible for the grant of Options under this Plan, but no Employee shall have the right to be granted an Option under this Plan merely as a result of his or her status as an Employee. Notwithstanding the foregoing, for purposes of this Section 6, "Employee" may include a person who has agreed, or expressed a willingness, to become an Employee or to provide valuable services to the Company, provided that any Option granted to any such person (i) shall not become exercisable until such person commences service as an Employee; and (ii) shall immediately terminate if such person does not commence service as an Employee. SECTION 7. TERMS OF OPTIONS 7.1 TERMS AND CONDITIONS OF ALL OPTIONS. (a) An Administrator, in its absolute discretion, shall grant Options under this Plan from time to time and shall have the right to grant new Options in exchange for outstanding Options. Options shall be granted to Employees selected by an Administrator, and an Administrator shall be under no obligation whatsoever to grant Options to all Employees or to grant all Options subject to the same terms and conditions. Each grant of a Stock Option shall be evidenced by a Stock Incentive Agreement. (b) The number of Shares as to which a Stock Option shall be granted, and whether and to what extent such Shares shall possess voting rights, shall be determined by an Administrator in its sole discretion, subject to the provisions of Section 3 as to the total number of shares available for grants under the Plan. (c) Each Stock Option shall be evidenced by a Stock Incentive Agreement executed by the Company and the Participant, which shall be in such form and contain such terms and conditions as an Administrator in its discretion may, subject to the provisions of the Plan, from time to time determine. (d) The date a Stock Option is granted shall be the date on which an Administrator has approved the terms and conditions of the Stock Incentive Agreement and has determined the recipient of the Stock Option and the number of Shares covered by the Stock Option and has taken all such other action necessary to complete the grant of the Stock Option. 7.2 TERMS AND CONDITIONS OF OPTIONS. Each grant of an Option shall be evidenced by a Stock Incentive Agreement which shall: (i) specify that the Option is a non-qualified incentive stock option; and (ii) incorporate such other terms and conditions as an Administrator, acting in its absolute discretion, deems consistent with the terms of this Plan, including (without limitation) a restriction on the number of Shares subject to the Option which first become exercisable or subject to surrender during any calendar year. In determining Employee(s) to whom an Option shall be granted and the number of Shares to be covered by such Option, an Administrator may take into account the recommendations of the President of the Company and its other officers, the duties of the Employee, the present and potential contributions of the Employee to the success of the Company, the anticipated number of years of service remaining before the attainment by the Employee of retirement age, and other factors deemed relevant by an Administrator, in its sole discretion, in connection with accomplishing the purpose of this Plan; provided, however, that the Board may limit the discretion of an Administrator in making such decisions if it so chooses. An Employee who has been granted an Option to purchase Shares, whether under this Plan or otherwise, may be granted one or more additional Options. (a) Exercise Price. Subject to adjustment in accordance with Section 12 and the other provisions of this Section, the Exercise Price shall be determined by the Administrator authorizing such grant and shall be set forth in the applicable Stock Incentive Agreement. The Exercise Price for each Share of an Option shall be no less than the minimum price required by applicable state law, or by the Company's governing instrument, or $0.01, whichever price is greater. (b) Option Term. Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Stock Incentive Agreement, but no Stock Incentive Agreement shall: (i) make an Option exercisable before the date such Option is granted; or (ii) make an Option exercisable after the earlier of the: (A) the date such Option is exercised in full, or (B) the date which is the tenth (10th) anniversary of the date such Option is granted. A Stock Incentive Agreement may provide for the exercise of an Option after the employment of an Employee has terminated for any reason whatsoever, including death or disability. (c) Payment. Payment for all shares of Stock purchased pursuant to exercise of an Option shall be made in cash or, if the Stock Incentive Agreement provides, by delivery to the Company of a number of Shares which have been owned by the holder for at least six (6) months prior to the date of exercise having an aggregate Fair Market Value of not less than the product of the Exercise Price multiplied by the number of Shares the Participant intends to purchase upon exercise of the Option on the date of delivery. In addition, the Stock Incentive Agreement may provide for cashless exercise through a brokerage transaction following registration of the Company's equity securities under Section 12 of the Securities Exchange Act of 1934. Except as provided in subparagraph (f) below, payment shall be made at the time that the Option or any part thereof is exercised, and no Shares shall be issued or delivered upon exercise of an Option until full payment has been made by the Participant. The holder of an Option, as such, shall have none of the rights of a stockholder. Notwithstanding the above, and in the sole discretion of an Administrator, an Option may be exercised as to a portion or all (as determined by an Administrator) of the number of Shares specified in the Stock Incentive Agreement by delivery to the Company of a promissory note, such promissory note to be executed by the Participant and which shall include, with such other terms and conditions as an Administrator shall determine, provisions in a form approved by an Administrator under which: (i) the balance of the aggregate purchase price shall be payable in equal installments over such period and shall bear interest at such rate (which shall not be less than the prime bank loan rate as determined by an Administrator) as an Administrator shall approve, and (ii) the Participant shall be personally liable for payment of the unpaid principal balance and all accrued but unpaid interest. (d) Conditions to Exercise of an Option. Each Option granted under the Plan shall be exercisable at such time or times, or upon the occurrence of such event or events, and in such amounts, as an Administrator shall specify in the Stock Incentive Agreement; provided, however, that subsequent to the grant of an Option, an Administrator, at any time before complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part. (e) Special Provisions for Certain Substitute Options. Notwithstanding anything to the contrary in this Section, any Option in substitution for a stock option previously issued by another entity, which substitution occurs in connection with a transaction to which Code Section 424(a) is applicable, may provide for an exercise price computed in accordance with such Code Section and the regulations thereunder and may contain such other terms and conditions as an Administrator may prescribe to cause such substitute Option to contain as nearly as possible the same terms and conditions (including the applicable vesting and termination provisions) as those contained in the previously issued stock option being replaced thereby. 7.3 [Reserved] 7.4 [Reserved] SECTION 8. NON-TRANSFERABILITY Unless determined otherwise by an Administrator, a Stock Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. An Administrator shall have the authority and discretion to make a Stock Option grant assignable by a Participant to such Participant's family members, a trust for such Participant's benefit or a trust for the benefit of such Participant's family members. Provided, however, that no unvested portion of a Stock Option shall be assignable in whole or in part. If an Administrator makes a Stock Option assignable, such a Stock Option shall contain such additional terms and limitations as the Administrator deems appropriate. SECTION 9. SURRENDER OF OPTIONS 9.1 GENERAL RULE. An Administrator, acting in its absolute discretion, may incorporate a provision in a Stock Incentive Agreement to allow an Employee to surrender his or her Option in whole or in part in lieu of the exercise in whole or in part of that Option on any date that: (a) the Fair Market Value of the Shares subject to such Option exceeds the Exercise Price for such Shares, and (b) the Option to purchase such Shares is otherwise exercisable. 9.2 PROCEDURE. The surrender of an Option in whole or in part shall be effected by the delivery of the Stock Incentive Agreement to an Administrator, together with a statement signed by the Participant which specifies the number of Shares ("Surrendered Shares") as to which the Participant surrenders his or her Option and how he or she desires payment be made for such Surrendered Shares. 9.3 PAYMENT. A Participant in exchange for his or her Surrendered Shares shall receive a payment in cash or in Shares, or in a combination of cash and Shares, equal in amount on the date such surrender is effected to the excess of the Fair Market Value of the Surrendered Shares on such date over the Exercise Price for the Surrendered Shares. An Administrator, acting in its absolute discretion, can approve or disapprove a Participant's request for payment in whole or in part in cash and can make that payment in cash or in such combination of cash and Shares as an Administrator deems appropriate. A request for payment only in Shares shall be approved and made in Shares to the extent payment can be made in whole shares of Shares and (at an Administrator's discretion) in cash in lieu of any fractional Shares. 9.4 RESTRICTIONS. Any Stock Incentive Agreement which incorporates a provision to allow a Participant to surrender his or her Option in whole or in part also shall incorporate such additional restrictions on the exercise or surrender of such Option as an Administrator deems necessary to satisfy the conditions to the exemption under Rule 16b-3 (or any successor exemption) to Section 16(b) of the Exchange Act. SECTION 10. SECURITIES REGULATION Each Stock Incentive Agreement may provide that, upon the receipt of Shares as a result of the surrender or exercise of a Stock Option, the Participant shall, if so requested by the Company, hold such Shares for investment and not with a view to resell or distribute to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect. Each Stock Incentive Agreement may also provide that, if so requested by the Company, the Participant shall make a written representation to the Company that he or she will not sell or offer to sell any of such Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended ("1933 Act"), and any applicable state securities law or, unless he or she shall have furnished to the Company an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. Certificates representing the Shares transferred upon the exercise or surrender of a Stock Option granted under this Plan may at the discretion of the Company bear a legend to the effect that such Shares have not been registered under the 1933 Act or any applicable state securities law and that such Shares may not be sold or offered for sale in the absence of an effective registration statement as to such Shares under the 1933 Act and any applicable state securities law or an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. SECTION 11. LIFE OF PLAN No Stock Option shall be granted under this Plan on or after the earlier of: (a) the tenth (10th) anniversary of the effective date of this Plan (as determined under Section 4 of this Plan), in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options have been surrendered or exercised in full or no longer are exercisable, or (b) the date on which all of the Shares reserved under Section 3 of this Plan have (as a result of the surrender or exercise of Options granted under this Plan) been issued or no longer are available for use under this Plan, in which event this Plan also shall terminate on such date. SECTION 12. ADJUSTMENT The number of Shares reserved under Section 3 of this Plan, and the number of Shares subject to Options granted under this Plan, and the Exercise Price of any Options, shall be adjusted by an Administrator in an equitable manner to reflect any change in the capitalization of the Company, including, but not limited to, such changes as stock dividends or stock splits. Furthermore, an Administrator shall have the right to adjust (in a manner which satisfies the requirements of Code Section 424(a)) the number of Shares reserved under Section 3, and the number of Shares subject to Options granted under this Plan, and the Exercise Price of any Options in the event of any corporate transaction described in Code Section 424(a) which provides for the substitution or assumption of such Options. If any adjustment under this Section creates a fractional Share or a right to acquire a fractional Share, such fractional Share shall be disregarded, and the number of Shares reserved under this Plan and the number subject to any Options granted under this Plan shall be the next lower number of Shares, rounding all fractions downward. An adjustment made under this Section by an Administrator shall be conclusive and binding on all affected persons and, further, shall not constitute an increase in the number of Shares reserved under Section 3. SECTION 13. SALE OR MERGER 13.1 SALE OR MERGER. In the event that the Company agrees to sell substantially all of its assets for another security, cash or other property, or any combination of another security, cash or other property, or agrees to any merger, consolidation, reorganization, division or other transaction in which Shares are converted into another security, cash or other property or into the right to receive another security, cash or other property, then, at the sole and complete discretion of the Company, either of the following will occur: (1) the Company and the Successor in any Transaction may agree that the Successor or its Parent or Subsidiary will assume all Options outstanding hereunder, or substitute or exchange outstanding Options for an equivalent interest or right in the Successor or its Parent or Subsidiary; provided, however, that to the extent the Company and Successor provide for an assumption or exchange of outstanding Options, then (i) the agreement for assumption or exchange must provide that, for each Share subject to the Option, the holder of the Option shall be entitled to receive the consideration (whether stock, cash or other securities or property) payable upon closing of the Transaction to a holder of one Share held on the effective date of the Transaction (the "Transaction Closing Date"), (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); and (ii) the aggregate exercise price of the Option shall remain unchanged; or (2) the Company may unilaterally cancel and terminate each outstanding Option on the Transaction Closing Date in exchange for the cash or whole Shares which each Participant otherwise would receive if he or she had the right to surrender or exercise his or her outstanding Option (to the extent vested on the Transaction Closing Date) and he or she exercised that right on a date fixed by the Board which comes before the Transaction Closing Date; to the extent unvested, all outstanding Options shall immediately terminate on the Transaction Closing Date and be of no further force and effect unless (i) the applicable Stock Incentive Agreement provides for acceleration of vesting upon the occurrence of such an event, or (ii) the Board agrees (in its sole discretion) to accelerate the vesting of any unvested portion of the Option; provided, however, that the Successor shall have the contingent obligation set forth in Section 13.2 below. 13.2 CONTINGENT OBLIGATIONS OF A SUCCESSOR. Upon the occurrence of a Termination of Employment Without Cause of any optionee within twelve (12) months following a Change of Control, the portion of any and all Options (or any options exchanged therefor) held by such optionee that were unvested immediately prior to the Change of Control shall be deemed to have been accelerated, and immediately vested at the time of the Change of Control, and (i) to the extent such Option remains outstanding at the time of the Termination of Employment Without Cause, such Option shall be exercisable by the optionee for a period of 90 days following the Termination of Employment Without Cause; (ii) to the extent exchanged for a Successor option, the Successor option shall be exercisable for a period of 90 days following the Termination of Employment Without Cause; and (iii) to the extent the unvested portion of the Option was canceled unilaterally pursuant to Section 13.1 (b), the Option shall be deemed to have been redeemed by the Successor to the full extent of the unvested portion and the Successor shall immediately owe the optionee an amount equal to the termination price per share paid for the vested portion multiplied times the number of Shares included in the unvested portion that were accelerated hereby. SECTION 14. AMENDMENT OR TERMINATION This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate. The Board also may suspend the granting of Options under this Plan at any time and may terminate this Plan at any time; provided, however, the Company shall not have the right to modify, amend or cancel any Options granted before such suspension or termination unless: (i) the Participant consents in writing to such modification, amendment or cancellation, or (ii) there is a dissolution or liquidation of the Company or a transaction described in Section 12 or Section 13. The obligations of a Successor under Section 13 hereof shall survive the termination of this Plan pursuant to this Section 14. SECTION 15. MISCELLANEOUS 15.1 SHAREHOLDER RIGHTS. No Participant shall have any rights as a shareholder of the Company as a result of the grant of a Stock Option to him or to her under this Plan or his or her exercise or surrender of such Stock Option pending the actual delivery of Shares subject to such Stock Option to such Participant. 15.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock Option to a Participant under this Plan shall not constitute a contract of employment and shall not confer on a Participant any rights upon his or her termination of employment or relationship with the Company in addition to those rights, if any, expressly set forth in the Stock Incentive Agreement which evidences his or her Stock Option. 15.3 WITHHOLDING. The exercise or surrender of any Stock Option granted under this Plan shall constitute a Participant's full and complete consent to whatever action an Administrator directs to satisfy the federal and state tax withholding requirements, if any, which an Administrator in its discretion deems applicable to such exercise or surrender. 15.4 TRANSFER. The transfer of an Employee between or among the Company, a Subsidiary or a Parent shall not be treated as a termination of his or her employment under this Plan. 15.5 CONSTRUCTION. This Plan shall be construed under the laws of the State of Florida. SECOND AMENDMENT TO THE IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN WHEREAS, CGI Group Inc. ("CGI") has entered into an Agreement and Plan of Merger, dated as of February 21, 2001, with IMRglobal Corp. ("IMR") and CGI Florida Corporation (a wholly-owned subsidiary of CGI) (the "Merger Agreement") pursuant to which IMR will become a wholly-owned subsidiary of CGI as of the Effective Time (as defined in the Merger Agreement); WHEREAS, IMR has established the 1999 Employee Stock Incentive Plan (the "Plan"), effective August 31, 1999, which provides for the grant of stock options to employees of IMR and any subsidiary thereof (excluding directors or officers of IMR) to purchase common stock of IMR; WHEREAS, the Merger Agreement provides that all outstanding and unexercised stock options granted under the Plan shall cease to represent a right to acquire IMR common stock and shall be converted into options to acquire the Class A Subordinate Shares, without par value, of CGI and that CGI shall assume each IMR stock option subject to the terms of the Plan and any agreements evidencing the grants made thereunder; WHEREAS, pursuant to Section 12 of the Plan, the Board has the right to adjust (in a manner which satisfies the requirements of Section 424(a) of the Internal Revenue Code of 1986, as amended) the number of shares reserved under Section 3 of the Plan, and the number of shares subject to stock options granted under the Plan, and the exercise price of any options in the event of any corporate transaction described in Section 424 which provides for the substitution or assumption of such stock options; and WHEREAS, pursuant to Section 14 of the Plan, the Plan may be amended by the Board of Directors of IMR (the "Board") from time to time to the extent that the Board deems necessary or appropriate. NOW, THEREFORE, the Plan is hereby amended as follows, effective immediately following the Effective Time: 1. The first sentence of Section 1 is amended to change the reference to "the Company's shareholders" to "CGI's shareholders." 2. Section 2.3 (the definition of "Board"), Section 2.4 (the definition of "Change of Control"), Section 2.21 (the definition of "Successor"), Section 2.24 (the definition of "Transaction"), Section 12, Section 13.1, Section 14 and Section 15.1 of the Plan are amended to change the references to "the Company" to "CGI." 3. Section 2.3 is amended to add after the word "CGI" the following: "or any such persons designated by the Board." 4. A new Section 2.4 is added to provide the following: "2.4 CGI means CGI Group Inc., a company organized under the laws of the province of Quebec (Canada), and any successor to such organization." All subsequent subsections in Section 2 and all references thereto are hereby renumbered accordingly. 5. Section 2.8 (formerly Section 2.7) is amended in its entirety to provide the following: "2.8 COMMON STOCK means the Class A Subordinate Shares of CGI, without par value, and shall also mean any other stock or securities (including any other share or securities of an entity other than CGI) for or into which the outstanding shares of such stock are hereinafter exchanged or changed." 6. Section 2.13 (formerly Section 2.12) is amended in its entirety to provide the following: "2.13 FAIR MARKET VALUE means, as of any specified date, the mean of the high and low sales prices of the Shares reported on the New York Stock Exchange Composite Tape on that date, or if no prices are reported on that date, on the last preceding date on which such prices of the Shares are so reported. In the event Shares are not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate. 7. The first two sentences of Section 3 are amended in their entirety to provide the following: "The total number of Shares that may be issued pursuant to Options under this Plan following the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 21, 2001, by and among the Company, CGI and CGI Florida Corporation) shall not exceed 4,792,200, as adjusted pursuant to Section 12 hereof. Such Shares shall be reserved, to the extent that CGI and the Company deem appropriate, from authorized but unissued Shares, and from Shares which have been reacquired by CGI." 8. Section 4 is amended to replace the term "Board" with the words "board of the Company." 9. The second sentence of Section 7.2(c) is amended to replace the term "Company's" with "CGI's." 10. Section 10 is amended to change the references to "Company" to "Company or CGI". 11. Section 11 is amended to delete the period at the end thereof and to add the following: ", or (c) the Effective Time as defined in the Agreement and Plan of Merger, dated as of February 21, 2001, by and among CGI, the Company and CGI Florida Corporation, in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options have been surrendered or exercised in full or no longer are exercisable." IN WITNESS WHEREOF, this amendment to the IMRglobal Corp. 1999 Employee Stock Incentive Plan is hereby executed. WITNESS AS TO IMRglobal CORP. IMRglobal CORP. By: /s/ Dilip Patel By: /s/ Vincent Addonisio ------------------------------- --------------------------- Dilip Patel Vincent Addonisio Date: July 25, 2001 Date: July 25, 2001 --------------------------- ----------------------- WITNESS AS TO CGI GROUP INC. CGI GROUP INC. By: /s/ Christiane Jodoin By: /s/ Serge Godin ------------------------------- --------------------------- Christiane Jodoin Serge Godin Date: July 26, 2001 Date: July 26, 2001 --------------------------- ------------------------ EX-5.1 5 amend7.txt EXHIBIT 5.1
Avocats o Agents de brevets Barristers & Solicitors Le Windsor et marques de commerce Patent & Trade-mark Agents 1170, rue Peel Montreal (Quebec) Canada H3B 4S8 telephone: (514) 397-4100 telecopieur: (514) 875-6246 MCCARTHY TETRAULT S.R.L. MCCARTHY TETRAULT LLP www.mccarthy.ca MCCARTHY TETRAULT
July 27, 2001 CGI GROUP INC. 1130 Sherbrooke Street West 5th Floor Montreal, Quebec H3A 2M8 RE: Registration Statement on Form S-8 of 8,468,287 Class A Subordinate Shares OUR FILE NUMBER: 720968-281702 Dear Sirs: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), by CGI Group Inc., a corporation organized under the laws of Quebec (the "Company"), of 8,429,695 Class A Subordinate Shares of the Company without par value (the "Registered Shares"), the following opinion is furnished to you to be filed with the Securities and Exchange Commission (the "Commission") as Exhibit 5.1 of the Company's registration statement on Form S-8 (the "Registration Statement") under the Act. The Registered Shares are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Act in connection with options granted under the: 1) IMRglobal Corp. First Amended and Restated Stock Incentive Plan (as amended on July 27, 2001); 2) IMRglobal Corp. Directors' Stock Option Plan (as amended on July 27, 2001); and 3) IMRglobal Corp. 1999 Employee Stock Incentive Plan (as amended on July 27, 2001) (collectively the "Plans"). This opinion is limited to the laws of Quebec and the laws of Canada applicable therein and we express no opinion with respect to the laws of any other jurisdiction. In arriving at this opinion, we have examined such corporate instruments, documents, statements and records of the Company, and we have examined such statutes and regulations and have conducted such legal analysis, as we have deemed relevant, necessary and appropriate for the purposes of this opinion. We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all the documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. As to certain factual matters material to the opinion expressed herein, we have relied to the extent we deemed proper upon representations, warranties and statements as to factual matters of officers and other representatives of the Company. Based on and subject to the foregoing, we are of the opinion that, upon the issuance by the Company of the Registered Shares pursuant to the exercise of options granted under the Plans and upon delivery of certificates representing such Registered Shares in the manner contemplated by the Plans and the authorization relating thereto by the Company's Board of Directors or the proper committee thereof, the Registered Shares represented by such certificates will be duly authorized, validly issued, fully paid and non-assessable by the Company. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Registration Statement or in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Yours truly, "McCarthy Tetrault" EX-23.2 6 amend8.txt EXHIBIT 23.2 Samson Belair/Deloitte & Touche, S.E.N.C. Assurance and Advisory Services 1 Place Ville-Marie Suite 3000 Montreal QC H3B 4T9 Canada Tel: (514) 393-7115 Fax: (514) 390-4113 www.deloitte.ca INDEPENDENT AUDITORS'CONSENT We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 7, 2000 (except for Notes 7 a), 15 a) to f) and 17, which are dated June 27, 2001) included in CGI Group Inc.'s joint proxy statement/prospectus on Form F-4/A dated June 27, 2001. "Samson Belair/Deloitte & Touche" Chartered Accountants Montreal, Quebec July 27, 2001 -----END PRIVACY-ENHANCED MESSAGE-----