FOURTH AMENDMENT TO CONSULTING AGREEMENT
Exhibit
10.1
FOURTH
AMENDMENT TO CONSULTING AGREEMENT
This
Fourth
Amendment to the Consulting Agreement is effective this 12th
day of
June, 2007 (the “Fourth Amendment”), by and between MICROS SYSTEMS, INC., a
Maryland corporation, with offices located at 0000 Xxxxxxxx Xxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxx 00000-0000 (hereinafter referred to as the "Company"), and
Xxxxx X. Xxxxx, Xx., whose address is Xxxxx X. Xxxxx, Xx., 0000 Xxxxx Xxxx,
Xxxxxxxxxx, XX 00000-0000 (hereinafter referred to as the
“Consultant”).
WHEREAS,
the Consultant and the Company entered into a Consulting Agreement dated June
30, 1995, as amended (the “Agreement”); and
WHEREAS,
the parties hereto would like to amend the Agreement pursuant to this Fourth
Amendment in an effort to assure the availability of a consultant with
corporate, industry and management expertise.
NOW,
THEREFORE, the Company and the Consultant, for good and valuable consideration,
and pursuant to the terms, conditions, and covenants contained herein, hereby
agree as follows:
1.
Section 3 of the Agreement, captioned “Term”, shall be deleted in its entirety
and the following new language inserted in lieu thereof:
“The
term
of this Agreement shall commence upon the day and year first above written
(“Commencement Date”) and shall continue until June 30, 2008, unless sooner
terminated, as provided herein.”
2.
Section 4 of the Agreement, captioned “Compensation”, is amended by inserting
the following new row:
Period
|
Compensation
|
July
1, 2007 through June 30, 2008
|
$250,000
|
3.
Section 5 of the Agreement, captioned “Bonuses”, is amended by inserting the
following new row:
Fiscal
Year Ending
|
Target
Bonus
|
June
30, 2008
|
$150,000
|
4.
The
first paragraph of Section 13(c)(3) of the Agreement shall be deleted in its
entirety and the following new language inserted in lieu thereof:
“Payment
Upon Termination By The Company. If the Company terminates this Agreement for
any reason other than Good Cause, the Consultant shall be entitled to receive
from the Company and the Company shall pay to the Consultant in one lump sum,
within fifteen (15) days following the termination of this Agreement, all of
the
compensation and Target Bonus payments provided for in Sections 4 and 5 of
this
Agreement for the period beginning on the date of the termination of the
Agreement and ending on June 30, 2008.”
5.
The
first paragraph of Section 13(c)(4) of the Agreement shall be deleted in its
entirety and the following new language inserted in lieu thereof:
“Payment
Upon Termination By The Consultant. If the Consultant terminates this Agreement
for Good Reason, other than Good Reason described in Section 13(a)(3)a), he
shall be entitled to receive from the Company and the Company shall pay to
the
Consultant in one lump sum, within fifteen (15) days following the date of
the
Consultant's termination of this Agreement, all of the compensation and Target
Bonus payments provided for in Sections 4 and 5 of this Agreement for the period
beginning on the date of the Consultant's termination of this Agreement and
ending on June 30, 2008. If the Consultant terminates this Agreement for the
Good Reason described in Section 13(a)(3)a), then and in such event, he shall
be
entitled to receive from the Company and the Company shall pay to the Consultant
in one lump sum, within fifteen (15) days following the date of the Consultant's
termination of this Agreement, an amount equal to all of the compensation and
Target Bonus payments provided for in Sections 4 and 5 of this Agreement for
the
period beginning on the date of the Consultant's termination and ending on
June
30, 2008.”
6.
The
second paragraph of section 6 shall be deleted in its entirety. The Consultant
acknowledges that the Company has satisfied all of its obligations under the
Agreement as of the date hereof, including without limitation section
6.
7.
All
other provisions of the Agreement shall remain in full force and
effect.
IN
WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the
dates
indicated below, the effective date of this Fourth Amendment being the
12th
day of
June, 2007.
ATTEST:
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COMPANY:
MICROS
SYSTEMS, INC.
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By: |
(SEAL)
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X.
X. Xxxxxxxxxxxx
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Chairman,
President and Chief Executive Officer
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[Corporate
Seal]
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CONSULTANT:
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WITNESS:
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(SEAL)
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Xxxxx
X. Xxxxx, Xx.
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