Unigraphics Solutions Inc.
00000 Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
March 2, 1998
Intergraph Corporation
Huntsville, Alabama 35894-0001
Gentlemen:
Reference is made to the Asset Purchase Agreement dated as
of the date hereof (the "Asset Purchase Agreement") by and
among Intergraph Corporation ("Intergraph"), the other
Selling Entities identified therein, Unigraphics Solutions
Inc. ("Unigraphics") and the other Acquiring Entities
identified therein. In connection with the consummation of
the transactions contemplated by the Asset Purchase
Agreement, Unigraphics agrees that, during the period
commencing on the date hereof and ending on the later of (i)
March 2, 2000 or (ii) the end of the term of the Lease
Agreement (as defined in the Purchase Agreement), neither it
nor any of its subsidiaries will, directly or indirectly,
solicit to employ any of Intergraph's Huntsville, Alabama or
Paris, France Development Center based software development
personnel or development managers who are a part of
Intergraph's Jupiter technology development effort (i.e.,
the Solid Edge Common Code, as such term is defined in the
Asset Purchase Agreement) or the extended Solid Edge Common
Code capability development effort, without the prior
written consent of Intergraph.
Yours very truly,
UNIGRAPHICS SOLUTIONS INC.
By:/s/ X. Xxxxxxx Xxxxxxxx
-----------------------
Name: X. Xxxxxxx Xxxxxxxx
Title: Vice President
