May 30, 1997
Xx. Xxxx Xxxxxxxxx
000 Xxxxxxx Xxxxx Xx.
Xxxxxxxxxx, XX 00000
Dear Xxxx:
This letter sets forth terms and conditions for your continued
employment with Intergraph Corporation. When accepted and signed
by you, this letter will become your Employment Agreement.
1. This Agreement will expire December 31, 2002, unless earlier
terminated as set forth below.
2. You will continue in your position as Executive Vice-President
of Intergraph Corporation, and President, Intergraph Computer
System division, reporting to the CEO of Intergraph Corporation.
3. Within ninety days I will propose a plan to the Intergraph
Board of Directors along with my strong recommendation, by which
Intergraph Computer System division is spun off as a separate
corporate entity and a wholly-owned subsidiary of Intergraph
Corporation. As part of the proposal, you will be named as the
President and CEO and a Director of the new entity, and the terms
of this Agreement will continue in effect. Your work location
will remain in Huntsville, Alabama. The terms and conditions of
this Agreement will continue in effect, whether or not the Board
accepts the proposal.
4. For the remainder of 1997, your salary will be paid at the
annual rate of $250,000 per calendar year. You will receive
salary increases of $25,000 per calendar year beginning with the
first pay period for January, 1998, and again in January during
each succeeding year throughout the term of this Agreement.
5. You will receive bonus payments for 1997 totaling $250,000.
This 1997 bonus will be paid in three equal installments for the
final pay periods in the months of July 1997, October 1997 and
January 1998.
6. You will receive bonus payments for 1998 and each succeeding
year throughout the term of this Agreement based on revenue and
net income of ICS (defined below) calculated as follows:
0.01% of ICS revenue plus
0.20% of ICS net income (none if ICS net income is
negative);
calculated for each calendar quarter and paid in the second month
of each following quarter. For purposes of this Agreement, ICS
revenue and ICS net income shall mean the amounts as reported in
Intergraph management reports at the date of this letter, until
such time as ICS may become a wholly owned subsidiary. When and
if ICS becomes a functioning subsidiary, these terms shall mean
the amounts as reported by the ICS subsidiary.
7. During the term of this Agreement your employment will be
subject to the policies set forth in the Intergraph Policy Manual
as it may be modified from time-to-time for all employees.
8. At the expiration of this Agreement, if Intergraph fails to
offer you a new employment agreement with terms at least as
favorable as this Agreement, then Intergraph will pay to you the
sum of $500,000 as a severance benefit.
9. In the event that Intergraph materially breaches any term of
this Agreement and fails to cure within 30 days of written notice,
or in the event that Intergraph permits Cash and Cash Equivalents
reported in Intergraph's quarterly report to fall below
$25,000,000, or in the event that Intergraph Corporation or the
Intergraph Computer Systems corporate entity experiences a Change
of Control event (defined below), then you will have the right to
terminate this Agreement by written notice of termination
delivered to Intergraph's legal counsel within 15 business days of
the event, and you will have the right to payment of $2,000,000
within 30 days following the delivery of a timely written notice
of termination.
10. For purposes of this Agreement a Change of Control event
shall be defined to have occurred when (i) any person becomes the
beneficial owner of securities of Intergraph Corporation or the
Intergraph Computer Systems corporate entity (either being the
"Company"), having at least 20% of the voting power of either
Company's then outstanding securities (a "Controlling Person") and
(ii) the persons who were Directors of either Company prior to the
person becoming a Controlling Person cease to constitute a
majority of the Board of Directors of either Company, on account
of the vote of the Controlling Person or pursuant to an agreement
between the Controlling Person and either Company.
11. You agree to perform the duties of Executive Vice-President
of Intergraph and President , CEO and Director of ICS faithfully
and to be best of your ability on a full-time basis. If you are
unable or unwilling to perform those duties satisfactorily for a
period of more that 20 consecutive business days (annual vacation
and holidays excepted), or if you resign voluntarily before the
expiration of this Agreement, or if you materially violate the
terms of this Agreement and fail to cure within 30 days of written
notification, or if you are properly terminated for cause as
provided in the Policy Manual, then Intergraph shall have the
option to terminate this Agreement without further obligation to
you, other than payments required under applicable employment laws
for unused vacation, and the like.
12. It is understood and agreed that you are currently engaged in
outside business for Intellicomp Corporation, and that this
business is not a violation of Intergraph's policy on Conflicts of
Interest, so long as it does not interfere unduly with your ability
to perform your duties for Intergraph.
13. This offer is contingent upon your signing the attached
Proprietary Information and Inventions Agreement, the terms of
which are incorporated into and comprise a material part of this
Employment Agreement. Inventions made for Intellicomp Corporation
are not covered by the terms of the attached Proprietary
Information and Inventions Agreement.
14. You agree that for a period of one year after your employment
with Intergraph or its subsidiary ends for any reason, you will
not take employment with or act as a consultant to any Intergraph
competitor in the United States in any technical field in which
Intergraph has a business interest.
15. This Agreement supersedes all prior discussions and documents
that relate to the subject matter covered herein. This Agreement
can only be altered in writing signed by you and by the CEO of
Intergraph.
16. All amounts set forth in this Agreement shall be subject to
tax and other withholding under Intergraph's usual compensation
practices.
17. This Agreement will be interpreted under the laws of the
State of Alabama. Time is of the essence in all the terms of this
Agreement.
Intergraph Corporation
By/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, CEO
Accepted and agreed:
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
