EXECUTIVE OFFICER LOAN AGREEMENT
--------------------------------
This Agreement is between _________________________ ("the
Borrower") and Intergraph Corporation ("Intergraph"). The Borrower
hereby agrees to all of the terms and conditions contained in this
Agreement.
Establishment of the Program. On January 7, 1993, the Board of
Directors established a loan program for corporate officers who
are required to report Intergraph stock transactions to the SEC.
The purpose of the loan program is to assist such officers at
such times that stock transactions would be prohibited,
restricted, or otherwise impractical.
Program Amendments. In March 1994, the Board amended the program
by extending the original termination date from May 1, 1994 to
May 1, 1995. In April 1995, the Board again amended the program
by extending it to May 1, 1996. On December 19, 1995, the Board
amended the program by modifying the stock price used in the
definition of the Program End Date from $20 per share to $25 per
share, and by changing the repayment requirement from the date
that "the Borrower sells any Intergraph stock " to the date that
"the Borrower sells a cumulative amount of more than 100,000
shares of Intergraph stock". Effective May 1, 1996, the Board
extended the loan until April 30, 1997. These amendments are
reflected in the provisions of this Agreement contained below.
Program Beginning/End. The program will commence on January 7,
1993. The program will cease on the Program End Date, which is
the earlier of April 30, 1997, or the date that the Intergraph
common stock price reaches or exceeds $25 per share; provided,
however, that such determination shall not be made during a
restricted trading period (as announced from time-to-time by the
corporate legal department). The Intergraph common stock price
shall be based on the reported closing price as listed in the
Wall Street Journal (or similar publication).
Repayment. All principal and interest outstanding under the
program must be repaid in full within fifteen (15) business
days following the earlier of (i) the date of employment termination
with Intergraph and (ii) the date the Borrower sells a cumulative
amount of more than 100,000 shares of Intergraph stock, or (iii)
the Program End Date. Full or partial pre-payments of principal
are permitted at any time. All interest shall be paid with the
final principal payment.
Interest Rate. Interest on the amounts outstanding hereunder
shall accrue for each calendar month or portion thereof at a rate
equal to the Prime Rate as published in the "Money Rates" section
of the Wall Street Journal (or similar publication) on the last
business day of each calendar month (calculated on the basis of a
year of 365 (or 366 as the case may be) days and actual days
elapsed; provided, however, that if any amount shall not be paid
when due (at maturity, by acceleration or otherwise), such amount
shall bear interest at the rate stated above plus two percent
(2%) from the date such amount was due and payable until the date
such amount is paid in full.
Promissory Note. Loans made under this Agreement shall be
evidenced by a promissory note (below). The Borrower's signature
on the promissory note shall indicate agreement with all terms
and conditions of this Agreement.
I hereby certify that I am an officer of Intergraph Corporation and
that I am required to report Intergraph stock transactions to the
SEC. I further certify that (i) I am the owner or beneficial owner
of Intergraph common stock with a current market value of at least
the amount of any loans made under this Agreement, and/or (ii) I
have currently exercisable options to purchase Intergraph common
stock with a net value (current market price less exercise price)
of at least the amount of any loans made under this Agreement. I
agree to provide suitable evidence of the foregoing upon request.
I request a loan in the amount set forth in the promissory note
shown below.
PROMISSORY NOTE
---------------
$___________________ Date:__________
FOR VALUE RECEIVED, the Borrower promises to pay to the order of
Intergraph Corporation at any such place as Intergraph may
designate, the sum of $____________ together with interest thereon,
in accordance with the Agreement set forth above.
In the event that any payment due hereunder is not received when
due, this Note shall be deemed in default and the entire principal
and interest due hereunder shall be immediately due and payable.
In the event of default hereunder, the Borrower shall pay all costs
of collection, including, without limitation, reasonable attorney's
fees and legal expenses incurred by Intergraph in endeavoring to
collect any amounts payable hereunder. The Borrower hereby
expressly waives presentment, demand for payment, dishonor, notice
of dishonor, protest and notice of protest.
IN WITNESS WHEREOF, the Borrower has caused this Note to be made,
executed and delivered as of the date and year written above.
_________________________
Signature of the Borrower
Witness:
____________________________________________
