EXHIBIT 99.1
INTERGRAPH CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
(DIRECTORS)
THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and
entered into as of the ____ day of ____, 2005 (the "Grant Date"), between
Intergraph Corporation, a Delaware corporation (the "Company"), and
___________________, the "Grantee"). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to such terms in the Intergraph
Corporation 2004 Equity Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance of
restricted shares of the Company's common stock, par value $0.10 per share (the
"Common Stock"); and
WHEREAS, pursuant to the Plan, the Committee responsible for administering
the Plan has granted an award of restricted shares to the Grantee as provided
herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant of Restricted Shares.
(a) The Company hereby grants to the Grantee an award (the "Award")
of ____ shares of Common Stock of the Company (the "Shares" or the "Restricted
Shares") on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.
(b) The Grantee's rights with respect to the Award shall remain
forfeitable at all times prior to the dates on which the restrictions shall
lapse in accordance with Section 3 hereof.
2. Terms and Rights as a Stockholder.
(a) Except as provided herein and subject to such other exceptions
as may be determined by the Committee in its discretion, the "Restricted Period"
for Restricted Shares granted herein shall expire on the first anniversary of
the date hereof (as such numbers may be adjusted in accordance with Section 7
hereof.)
(b) The Grantee shall have all rights of a stockholder with respect
to the Restricted Shares, including the right to receive dividends and the right
to vote such Shares, subject to the following restrictions:
(i) the Grantee shall not be entitled to delivery of the
stock certificate for any Shares until the expiration of
the Restricted Period as to such Shares;
(ii) none of the Restricted Shares may be sold, assigned,
transferred, pledged, hypothecated or otherwise
encumbered or disposed of during the Restricted Period
as to such Shares; and
(iii) except as otherwise determined by the Committee at or
after the grant of the Award hereunder, all of the
Restricted Shares shall be forfeited, and all rights of
the Grantee to such Shares shall terminate, without
further obligation on the part of the Company, unless
the Grantee continues his/her service as a director of
the Company, a Subsidiary or Affiliate for the entire
Restricted Period.
Any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Restricted
Shares shall be subject to the same restrictions, terms and conditions as such
Restricted Shares.
(c) Notwithstanding the foregoing, the Restricted Period shall
automatically terminate as to all Restricted Shares awarded hereunder (as to
which such Restricted Period has not previously terminated) upon the occurrence
of the following events:
(i) termination of the Grantee's service as a director of
the Company, a Subsidiary or Affiliate which results
from the Grantee's death or Disability (as defined
below); or
(ii) the occurrence of a Change in Control (as defined below)
of the Company.
Notwithstanding the foregoing, the Restricted Period shall automatically
terminate as to a portion (to be calculated by the Committee in its sole
discretion on a pro rata basis using Grantee's retirement date or date of
termination of Grantee's service as a director, as applicable) of the Restricted
Shares awarded hereunder (as to which such Restricted Period has not previously
terminated) upon the occurrence of the following events:
(i) termination of Grantee's service as a director of the
Company, a Subsidiary or Affiliate without cause (to be
determined in the sole discretion of the Committee); or
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(ii) termination of Grantee's service as a director of the
Company, a Subsidiary or Affiliate which results from
Grantee's Retirement (as defined below).
For purposes of this Agreement, "Disability" means that the Grantee
is permanently unable to perform the essential duties of the Grantee's
occupation. For purposes of this Agreement, "Retirement" means Grantee's
voluntary termination of service as a director with the Company after attaining
73 years of age.
For the purposes of this Agreement, a "Change in Control" shall mean
any of the following events:
(a) An acquisition (other than directly from the Company) of any
voting securities of the Company (the "Voting Securities") by any "Person" (as
the term Person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) immediately after which
such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or more of the
combined voting power of the then outstanding Voting Securities; provided,
however, that in determining whether a Change in Control has occurred, Voting
Securities which are acquired in a "Non Control Acquisition" (as hereinafter
defined) shall not constitute an acquisition which would cause a Change in
Control. A "Non Control Acquisition" shall mean an acquisition by (i) an
employee benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any Subsidiary or (ii) the Company or any Subsidiary;
(b) The individuals who, as of the date hereof, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least a
majority of the Board; provided, however, that if the election or nomination for
election by the Company's stockholders of any new director was approved by a
vote of at least a majority of the Incumbent Board, such new director shall, for
purposes of this Agreement, be considered as a member of the Incumbent Board;
provided, further, however, that no individual shall be considered a member of
the Incumbent Board if (1) such individual initially assumed office as a result
of either an actual or threatened "Election Contest" (as described in Rule
14a-11 promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board (a "Proxy Contest") including by reason of any agreement intended to avoid
or settle any Election Contest or Proxy Contest or (2) such individual was
designated by a Person who has entered into an agreement with the Company to
effect a transaction described in clause (i) or (iii) of this paragraph; or
(c) Approval by stockholders of the Company of:
(i) A merger, consolidation or reorganization involving the
Company, unless,
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(A) The stockholders of the Company, immediately before
such merger, consolidation or reorganization, own,
directly or indirectly immediately following such
merger, consolidation or reorganization, at least fifty
percent (50%) of the combined voting power of the
outstanding Voting Securities of the corporation (the
"Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or
reorganization;
(B) The individuals who were members of the Incumbent
Board immediately prior to the execution of the
agreement providing for such merger, consolidation or
reorganization constitute at least a majority of the
members of the board of directors of the Surviving
Corporation; and
(C) No Person (other than the Company, any Subsidiary,
any employee benefit plan (or any trust forming a part
thereof) maintained by the Company, the Surviving
Corporation or any Subsidiary, or any Person who,
immediately prior to such merger, consolidation or
reorganization, had Beneficial Ownership of twenty
percent (20%) or more of the then outstanding Voting
Securities) has Beneficial Ownership of twenty percent
(20%) or more of the combined voting power of the
Surviving Corporation's then outstanding Voting
Securities.
(ii) A complete liquidation or dissolution of the Company; or
(iii) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any
Person (other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increased the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur.
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3. Termination of Restrictions. At the end of the Restricted Period
or in the event of termination of Grantee's service as director without cause or
due to grantee's Retirement as to any portion of the Restricted Shares (or at
such earlier time as may be determined by the Committee), or in the event of a
Change of Control of the Company or the death or Disability of Grantee as to all
of the Restricted Shares, all restrictions set forth in this Agreement or in the
Plan relating to such portion, or all, as applicable, of the Restricted Shares
shall lapse as to such portion or all, as applicable, of the Restricted Shares,
and a stock certificate for the appropriate number of Shares, free of the
restrictions and restrictive stock legend, shall be delivered to the Grantee or
the Grantee's beneficiary or estate, as the case may be, pursuant to the terms
of this Agreement.
4. Delivery of Shares.
(a) As of the date hereof, certificates representing the Restricted
Shares shall be registered in the name of the Grantee and held by the Company or
transferred to a custodian appointed by the Company for the account of the
Grantee subject to the terms and conditions of the Plan and shall remain in the
custody of the Company or such custodian until their delivery to the Grantee or
Grantee's beneficiary or estate as set forth in Sections 4(b) and (c) hereof or
their reversion to the Company as set forth in Section 2(b) hereof.
(b) Certificates representing Restricted Shares in respect of which
the Restricted Period has lapsed pursuant to this Agreement shall be delivered
to the Grantee as soon as practicable following the date on which the
restrictions on such Restricted Shares lapse.
(c) Certificates representing Restricted Shares in respect of which
the Restricted Period lapsed upon the Grantee's death shall be delivered to the
executors or administrators of the Grantee's estate as soon as practicable
following the receipt of proof of the Grantee's death satisfactory to the
Company.
(d) Each certificate representing Restricted Shares shall bear a
legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND
RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE INTERGRAPH
CORPORATION 2004 EQUITY INCENTIVE PLAN (THE "PLAN") AND THE
RESTRICTED SHARE AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER
OF THE RESTRICTED SHARES REPRESENTED HEREBY AND INTERGRAPH
CORPORATION (THE "COMPANY").
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THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE
ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT,
AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES
OF WHICH ARE ON FILE AT THE COMPANY.
5. Effect of Lapse of Restrictions. To the extent that the Restricted
Period applicable to any Restricted Shares shall have lapsed, the Grantee may
receive, hold, sell or otherwise dispose of such Shares free and clear of the
restrictions imposed under the Plan and this Agreement.
6. No Right to Continued Service. This Agreement shall not be construed as
giving Grantee the right to continue to service as a director of the Company or
any Subsidiary or Affiliate, and the Company or any Subsidiary or Affiliate may
at any time dismiss Grantee from service as a director, free from any liability
or any claim under the Plan.
7. Adjustments. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, this Award in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4.2 of the Plan) affecting the Company, any Subsidiary or
Affiliate, or the financial statements of the Company or any Subsidiary or
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.
8. Amendment to Award. Subject to the restrictions contained in Section 14
of the Plan, the Committee may waive any conditions or rights under, amend any
terms of, or alter, suspend, discontinue, cancel or terminate, the Award,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
adversely affect the rights of the Grantee or any holder or beneficiary of the
Award shall not to that extent be effective without the consent of the Grantee,
holder or beneficiary affected.
9. Withholding of Taxes. If the Grantee makes an election under section
83(b) of the Code with respect to the Award, the Award made pursuant to this
Agreement shall be conditioned upon the prompt payment to the Company of any
applicable withholding obligations or withholding taxes by the Grantee
("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will
render this Agreement and the Award granted hereunder null and void ab initio
and the Restricted Shares granted hereunder will be immediately cancelled. If
the Grantee does not make an election under section 83(b) of the Code with
respect to the Award, upon the lapse of the Restricted Period with respect to
any portion of Restricted Shares (or property distributed with respect thereto),
the Company shall satisfy the required Withholding Taxes as set forth by
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Internal Revenue Service guidelines for the employer's minimum statutory
withholding with respect to Grantee and issue vested shares to the Grantee
without Restriction. The Company shall satisfy the required Withholding Taxes by
withholding from the Shares included in the Award that number of whole shares
necessary to satisfy such taxes as of the date the restrictions lapse with
respect to such Shares based on the Fair Market Value of the Shares.
10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all the terms and provisions thereof. The terms
of this Agreement are governed by the terms of the Plan, and in the case of any
inconsistency between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall govern.
11. Severability. If any provision of this Agreement is, or becomes, or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person or the Award, or would disqualify the Plan or Award under any laws deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to the applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award, and the remainder of the Plan and Award shall
remain in full force and effect.
12. Notices. All notices required to be given under this Grant shall be
deemed to be received if delivered or mailed as provided for herein, to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.
To the Company: Intergraph Corporation
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Attn: General Counsel
To the Grantee: The address then maintained with respect to the Grantee
in the ompany's records.
13. Governing Law. The validity, construction and effect of this Agreement
shall be determined in accordance with the laws of the State of Delaware without
giving effect to conflicts of laws principles.
14. Successors in Interest. This Agreement shall inure to the benefit of
and be binding upon any successor to the Company. This Agreement shall inure to
the benefit of the Grantee's legal representatives. All obligations imposed upon
the Grantee and all rights granted to the Company under this Agreement shall be
binding upon the Grantee's heirs, executors, administrators and successors.
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15. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this Agreement shall be determined by the
Committee. Any determination made hereunder shall be final, binding and
conclusive on the Grantee and the Company for all purposes.
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IN WITNESS WHEREOF, the parties have caused this Restricted Share Award
Agreement to be duly executed effective as of the day and year first above
written.
Intergraph Corporation
By: _____________________________________
Grantee:
_________________________________________
Please Print
Grantee:
_________________________________________
Signature
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