EXHIBIT 10.1
SEPTEMBER 2, 2005
Xx. Xxxxxxx Xxxxxxxx, Xx.
00 Xxxxxxxx Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
Re: Offer of Employment
Dear Xx. Xxxxxxxx ("Employee"):
Intergraph Corporation ("Company") is pleased to extend to you an offer of
employment for the position of Executive Vice President, Chief Financial Officer
of Intergraph Corporation. The terms of the Company's offer of employment
("Agreement") are as follows:
1. POSITION AND TITLE
a. Executive Vice President, Chief Financial Officer, reporting
directly to the Chief Executive Officer of the Company.
b. Full Time, Exempt Employee (FLSA status).
2. CASH COMPENSATION
a. Initial Annual Base Salary - $325,000. Base salary shall be
reviewed no less than annually and the independent members of
the Board of Directors (or a committee of the Board comprised
solely of independent directors) may increase such amount as
it may deem advisable. The base salary shall be payable to the
Employee in substantially equal installments in accordance
with the Company's normal payroll practices.
b. Signing Bonus - $85,000, payable within ten (10) days of the
Employee's first date of work.
c. Targeted and Management by Objective ("MBO") Bonuses -
Employee shall receive an annual MBO target cash bonus
opportunity in an amount not less than 75% of annual salary
each calendar year during the term of this Agreement. The
entitlement to any such target cash bonus, if any, shall be
determined by the independent members of the Board of
Directors (or a committee of the Board comprised solely of
independent directors). Notwithstanding the foregoing,
Employee shall receive a guaranteed cash bonus for the
remainder of 2005 in the amount of $120,000 to be paid at a
time determined by the independent members of the Board of
Directors (or a committee of the Board comprised solely of
independent directors),
Xx. Xxxxxxxx 2 September 2, 2005
but not later than promptly following the filing of the
Company's financial statements for the year ended December 31,
2005 with the Securities and Exchange Commission.
3. STOCK GRANTS --The Employee shall receive a grant of 30,000 shares
of Intergraph common stock in the form of a restricted stock grant (no
exercise price) under the Intergraph Corporation 2004 Equity Incentive
Plan pursuant to the form of agreement set forth in Attachment A. The
grant date shall be the first date of employment of Employee by
Company. The grant shall also be subject to equity retention policies
defined by the Intergraph Board of Directors, or the Compensation
Committee of said Board. During the term of this Agreement, the
independent members of the Board of Directors (or a committee of the
Board comprised solely of independent directors) will consider on an
annual basis long-term incentive awards to Employee pursuant to the
Company's equity incentive plans; provided however, Employee does not
expect to be considered for a long-term incentive award during 2006 as
may be issued to other executives of the Company related to service
and performance rendered in 2005..
4. BENEFITS -- The Employee shall be entitled to participate in all
applicable Company employee benefits as may be in effect from time to
time. A copy of the Employee Benefits Plan Summary has been separately
provided for your review.
5. VACATION -- The Employee shall be entitled to the greater of three (3)
weeks paid vacation per year, or as otherwise provided for by the
Company's vacation accrual policy.
6. TERM OF AGREEMENT -- The term of employment under this offer shall be
for one (1) year from the first date of employment. The terms of this
offer shall be extended after the first anniversary date, on a
year-to-year basis, unless otherwise terminated in writing by the
Company or the Employee not later than 90 days prior to the next
anniversary date of the Employee's first date of employment. However,
with varying consequences described in Section 7 below, employment
under this offer is subject to early termination under the following
circumstances:
a. Employee may resign with or without Good Reason at any time
during the term of this Agreement. "Good Reason" for
resignation will include (i) a material reduction in
Employee's position, authority, duties or responsibilities, or
(ii) a reduction in base salary or targeted bonus payable
pursuant to Section 2(c) above, or (iii) a failure by the
Company to require a successor corporation of the Company to
honor the terms of this employment Agreement or (iv) a change
in reporting structure whereby Employee no longer reports
directly to , the Company's Chief Executive Officer, or (v) a
resignation of X. Xxxxxx Xxxx for "Good Reason" or termination
of Xx. Xxxx for "Without Cause," as such terms are defined in
Xx. Xxxxxxxx 3 September 2, 2005
Xx. Xxxx'x employment agreement with the Company. In no event,
shall Good Reason include death or Disability.
b. The Company may terminate Employee with or without Cause.
"Cause" means (i) the willful and continued failure by
Employee to substantially perform his duties after a written
demand for substantial performance is delivered by the Company
to the Employee that specifically identifies the manner in
which the Company believes he has not substantially performed
his duties, or (ii) the willful engaging in misconduct which
is materially injurious to the Company, monetarily or
otherwise.
c. The term of employment will terminate upon Employee's death or
Disability. "Disability" means a physical or mental disability
entitling Employee to long-term disability benefits under the
Company's long-term disability plan, if any. Absent such a
plan, Disability shall mean the inability of Employee, as
determined by the CEO or Board, to perform the essential
functions of his regular duties and responsibilities, with
reasonable accommodation, due to a medically determinable
physical or mental illness which has lasted (or can reasonably
be expected to last) for a period of 180 consecutive days.
7. SEPARATION PAYMENTS
a. Should the Employee be terminated by the Company other than
for Cause or Disability, or should the Employee resign for
Good Reason, during the term of employment under this
Agreement (as such term may be extended in accordance with
Section 6 above), the Employee shall receive the following
separation benefits:
i. The Employee shall be paid accrued base salary
through the date of termination plus a separation
payment of one (1) times his then-current annual base
salary for the year in which the termination occurs,
as well as an amount equal to a pro-rata portion of
the Employee's then-current target bonus for the year
in which the date of termination occurs, and any
other unpaid benefits to which Employee is otherwise
entitled; however, provided such termination were to
occur prior to Employee's first anniversary, the
Employee shall be paid accrued base salary through
the date of termination plus a separation payment of
one and one-half (1.5) times his then-current annual
base salary for the year in which the termination
occurs, as well as an amount equal to a one and
one-half (1.5)times the pro-rata portion of the
Employee's then-current target bonus for the year in
which the date of termination occurs, and any other
unpaid benefits to which Employee is otherwise
entitled. The Employee shall also receive fully
paid-up medical,
Xx. Xxxxxxxx 4 September 2, 2005
dental and prescription drug health insurance
benefits commensurate with the Company's standard
health insurance benefits for one year after the
Employee's last date of employment. All Restricted
Stock awards pursuant to the Intergraph Corporation
2004 Equity Incentive Plan shall be treated according
to the terms of the Plan and the applicable award
agreement.
ii. Termination for cause -- No separation payment is due
or payable should the Employee be terminated for
Cause or Employee resigns without Good Reason. In
that event, all Restricted Stock awards pursuant to
the Intergraph Corporation 2004 Equity Incentive Plan
shall be treated according to the terms of the Plan
and the applicable award agreement.
iii. Death or Disability -- Should the Employee die or
become Disabled, Employee or Employee's spouse or
heirs shall be entitled to receive all base salary
and benefits to be paid or provided to the Employee
under this Agreement through the date of termination.
All awards pursuant to the Intergraph Corporation
2004 Equity Incentive Plan shall be treated according
to the terms of the Plan and the applicable award
agreement.
b. All amounts payable under this Section 7 shall be paid to
Employee in a lump sum within sixty (60) days from the date of
termination.
8. RELEASE OF CLAIMS -- As a condition to receiving the severance payment
and post-employment health insurance benefits, Employee agrees to sign
a release of any employment-law related claims. The release would be
signed at the time of termination of employment.
9. BUSINESS EXPENSES -- The Employee shall be reimbursed for all
reasonable and necessary business expenses incurred by him in
connection with his employment (including, without limitation, expenses
for travel and entertainment incurred in conducting or promoting
business for the Company, which shall include reimbursement for regular
travel to and from Huntsville, Alabama and North/Central, Florida, and
any incremental income taxes incurred by the Employee relating to such
travel reimbursement) upon timely submission by the Employee of
receipts and other documentation in accordance with the Company's
normal expense reimbursement policies.
Also attached as Attachment B is a Company Proprietary Information and
Inventions Agreement that will require your signature not later than your first
date of employment with the Company.
Xx. Xxxxxxxx 5 September 2, 2005
Please note that you will be obligated to provide executed original documents
required for compliance with the Immigration Reform and Control Act on your
first day of employment at Intergraph Corporation.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Alabama, without regard to its conflicts of laws provisions; with
exclusive venue and jurisdiction within the Circuit Court for Madison County,
Alabama or the US District Court for the Northern District of Alabama,
Northeastern Division, for any claims arising under this Agreement.
This offer of employment is valid until September 6, 2005, and is contingent
upon the execution of this offer letter Agreement and the Company's Proprietary
Information and Inventions Agreement prior to your first day of work. Your start
date is October 3, 2005.
Please keep this original letter for your records, and return the signed copy in
the enclosed prepaid envelope as an expression of your intent to accept the
offer of employment with Intergraph Corporation.
If you have any questions or desire additional information regarding this offer
of employment, please contact me at (000) 000-0000, or Xx Xxxxxx at (256)
730-2350.
Sincerely,
/X. Xxxxxx Xxxx
---------------
X. Xxxxxx Xxxx
Chief Executive Officer
Offer of Employment to Xxxxxxx Xxxxxxxx, Xx., September 2, 2005
I accept your offer and this Agreement as stated above. I intend for my first
date of employment to be October 3, 2005.
/s/ Xxxxxxx Xxxxxxxx September 2, 2005
----------------------------- -----------------
Employee Signature Date
[Redacted]
----------------------
Social Security Number
Xx. Xxxxxxxx 6 September 2, 2005
ATTACHMENT A - SAMPLE INTERGRAPH RESTRICTED SHARE AWARD AGREEMENT
INTERGRAPH CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
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, together with
its subsidiaries, "Intergraph"), and ______________ (the "Grantee"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms
in the Intergraph Corporation Amended and Restated 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 (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 Sections 2 and 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 25% of the Restricted Shares granted herein shall expire on the first
anniversary of the date
Xx. Xxxxxxxx 7 September 2, 2005
hereof, the "Restricted Period" for an additional 25% of the Restricted Shares
granted herein shall expire on the second anniversary of the date hereof, the
"Restricted Period" for an additional 25% of the Restricted Shares granted
herein shall expire on the third anniversary of the date hereof, and the
"Restricted Period" for the final 25% of the Restricted Shares granted herein
shall expire on the fourth 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, any
Restricted Shares as to which the applicable
"Restricted Period" has not expired 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 remains
in the continuous employment of Intergraph 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.
Xx. Xxxxxxxx 8 September 2, 2005
(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 employment from the
Company, a Subsidiary or Affiliate which results from
Xxxxxxx's death or disability (to be determined in
the sole discretion of the Committee in accordance
with then current Company policies); or
(ii) the occurrence of a Change of 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 in proportion to Xxxxxxx's length of employment during the Restricted
Period) 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 the Grantee's employment from the
Company, a Subsidiary or Affiliate without cause (to
be determined in the sole discretion of the
Committee); or
(ii) termination of the Grantee's employment from the
Company, a Subsidiary or Affiliate, which results
from Xxxxxxx's retirement (to be determined in the
sole discretion of the Committee in accordance with
then current Company policy).
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;
Xx. Xxxxxxxx 9 September 2, 2005
(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,
(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
Xx. Xxxxxxxx 10 September 2, 2005
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.
3. Termination of Restrictions. At the end of the Restricted Period or
in the event of termination of Grantee's employment 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
in 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 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 as set forth in Section 4(b) 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 applicable 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.
Xx. Xxxxxxxx 11 September 2, 2005
(c) 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"). 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 Employment. This Agreement shall not be
construed as giving Grantee the right to be retained in the employ of
Intergraph, and Intergraph may at any time dismiss Grantee from employment, free
from any liability or any claim under the Plan but subject to the terms of the
Grantee's Employment Agreement.
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 6(g) of the Plan) affecting Intergraph, or the financial
statements of Intergraph, 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
Sections 4 and 5 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
Xx. Xxxxxxxx 12 September 2, 2005
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
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.
Xx. Xxxxxxxx 13 September 2, 2005
To the Company: Intergraph Corporation
000 Xxxxxx Xxxx. - Bldg. 28
Huntsville, Alabama 35824
Attn: General Counsel
To the Grantee: The address then maintained with respect to the
Grantee in the Company'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.
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.
(Remainder of Page Intentionally Left Blank.)
Xx. Xxxxxxxx 14 September 2, 2005
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
Xx. Xxxxxxxx 15 September 2, 2005
ATTACHMENT B - PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
INTERGRAPH CORPORATION
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
The following confirms an agreement between me and Intergraph Corporation, a
Delaware corporation ("Intergraph"), which is a material part of the
consideration for my employment by Intergraph:
A. I understand that Intergraph possesses Proprietary Information which is
important to its business. For purposes of this Agreement, "Proprietary
Information" is information that was developed, created, or discovered by
Intergraph, or which became known by, or was conveyed to Intergraph, which has
commercial value in Intergraph's business. "Proprietary Information" includes,
but is not limited to, trade secrets, copyrights, ideas, techniques, know-how,
inventions (whether patentable or not), and/or any other information of any type
relating to designs, configurations, toolings, documentation, recorded data,
schematics, source code, object code, master works, master databases,
algorithms, flow charts, formulae, circuits, works of authorship, mechanisms,
research, manufacture, improvements, assembly, installations, marketing,
forecasts, pricing, customers, the salaries, duties, qualifications, performance
levels, and terms of compensation of other employees, and/or cost or other
financial data concerning any of the foregoing or Intergraph and its operations
generally. I understand that my employment creates a relationship of confidence
and trust between me and Intergraph with respect to Proprietary Information.
B. I understand that Intergraph possesses "Company Documents" which are
important to its business. For purposes of this Agreement, "Company Documents"
are documents or other media that contain Proprietary Information or any other
information concerning the business, operations or plans of Intergraph, whether
such documents have been prepared by me or by others. "Company Documents"
include, but are not limited to, blueprints, drawings, photographs, charts,
graphs, notebooks, customer lists, computer lists, computer disks, tapes or
printouts, sound recordings and other printed typewritten or handwritten
documents.
C. In consideration of my employment by Intergraph and the compensation received
by me from Intergraph from time to time, I hereby agree as follows:
1. All Proprietary Information and all patents, copyrights and other
rights in connection therewith shall be the sole property of
Intergraph. I hereby assign to Intergraph any rights I may have or
acquire in such Proprietary Information. At all times, both during my
employment by Intergraph and after its termination, I will keep in
confidence and trust and will not use or disclose any Proprietary
Information or anything relating to it without the prior written
consent of an officer of Intergraph, except as may be necessary in the
ordinary course of performing my duties to Intergraph. Nothing
contained herein will prohibit an employee from disclosing to anyone
the amount of his or her wages.
2. All Company Documents shall be the sole property of Intergraph. I agree
that during my employment by Intergraph, I will not remove any Company
Documents from the business premises of Intergraph or deliver any
Company Documents to any person or entity outside Intergraph, except as
I am required to do in connection with performing the duties of my
employment. I further agree that, immediately upon the termination of
my employment by
Xx. Xxxxxxxx 16 September 2, 2005
me or by Intergraph for any reason, or during my employment if so
requested by Intergraph, I will return all Company Documents,
apparatus, equipment and other physical property, or reproduction or
such property, excepting only (i) my personal copies of records
relating to my compensation; (ii) my personal copies of any material
previously distributed generally to stockholders of Intergraph; and
(iii) my copy of this Agreement.
3. I will promptly disclose in writing to management personnel of
Intergraph, or to any persons designated by Intergraph, all
"Inventions", which includes all improvements, inventions, works or
authorship, mask works, computer programs, formulas, ideas, processes,
techniques, know-how and data, whether or not patentable, made or
conceived or reduced to practice or developed by me, either alone or
jointly with others, during the term of my employment. I will also
disclose to the Legal Department of Intergraph all things that would be
Inventions if made during the term of my employment, conceived, reduced
to practice, or developed by me within six (6) months of the
termination of my employment with Intergraph. Such disclosures shall be
received by Intergraph in confidence and do not extend the assignment
made in Section 4 below. I will not disclose Inventions to any person
outside Intergraph unless I am requested to do so by management
personnel of Intergraph.
4. I agree that all Inventions which I make, conceive, reduce to practice
or develop (in whole or in part, either alone or jointly with others)
during my employment shall be the sole property of Intergraph and
hereby assign such Inventions and all rights therein to Intergraph. No
assignment in this Agreement shall extend to inventions that the
employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information
except for those inventions that either (1) relate at the time of
conception or reduction to practice of the invention to the employer's
business, or actual or demonstrably anticipated research or development
of the employer, or (2) result from any work performed by the employee
for his employer. Intergraph shall be the sole owner of all patents,
copyrights and other intellectual property or other rights in
connection therewith.
5. I agree to perform, during and after my employment, all acts deemed
necessary or desirable by Intergraph to permit and assist it, at
Intergraph's expense, in obtaining, maintaining, defending and
enforcing patents, copyrights or other rights on such Inventions and
improvements in any and all countries. Such acts may include, but are
not limited to, execution of documents and assistance or cooperation in
legal proceedings. I hereby irrevocably designate and appoint
Intergraph and its duly authorized officers and agents, as my agents
and attorneys-in-fact to act for and in my behalf and instead of me, to
execute and file any documents and to do all other lawfully permitted
acts to further the above purposes with the same legal force and effect
as if executed by me.
6. During the term of my employment and for one (1) year thereafter, I
will not encourage or solicit any employee of Intergraph to leave
Intergraph for any reason. However, this obligation shall not affect
any responsibility I may have as an employee of Intergraph with respect
to the bona fide hiring and firing of Intergraph personnel.
7. I have attached hereto a complete list of all Inventions or
improvements to which I claim ownership and that I desire to remove
from the operation of this Agreement, and I acknowledge and agree that
such list is complete. If no such list is attached to this Agreement, I
represent that I have no such Inventions and improvements at the time
of signing this Agreement.
Xx. Xxxxxxxx 17 September 2, 2005
8. I agree that during my employment with Intergraph I will not engage in
any employment, business, or activity that is in any way competitive
with the business or proposed business of Intergraph, and I will not
assist any other person or organization in competing with Intergraph or
in preparing to engage in competition with the business or proposed
business of Intergraph. The provisions of this paragraph shall apply
both during normal working hours and at all other times including, but
not limited to, nights, weekends and vacation time, while I am employed
by Intergraph. (See also Intergraph Policy 701).
9. I represent that my performance of all the terms of this Agreement will
not breech any agreement to keep in confidence Proprietary Information
acquired by me in confidence or in trust prior to my employment by
Intergraph. I have not entered into, and I agree I will not enter into,
any agreement either written or oral in conflict herewith or in
conflict with my employment with Intergraph.
10. I agree that during the period of my employment by Intergraph, I will
not bring with me or use in the performance of my responsibilities at
Intergraph any materials or documents of a former employer or any other
third party which are not generally available to the public, unless I
have obtained written authorization from my former employer or such
third party for their possession and use.
D. I agree that I have the right to resign and Intergraph has the right to
terminate my employment for any reason, with or without cause, subject to
certain consequences according to Sections 6 and 7 of the offer of employment
agreement between the Employee and Intergraph. This is the full and complete
agreement between myself and Intergraph on this term.
E. I agree that this Agreement does not purport to set forth all of the terms
and conditions of my employment, and that as an employee of Intergraph I have
obligations to Intergraph which are not set forth in this Agreement.
F. I agree that my obligations under paragraphs C(1) through C(6) of this
Agreement shall continue in the effect after termination of my employment,
regardless of the reason or reasons for termination, and whether such
termination is voluntary or involuntary on my part, and that Intergraph is
entitled to communicate my obligations under this Agreement to any future
employer or potential employer of mine.
G. This Agreement shall be effective as of the date I execute this Agreement and
shall be binding upon me, my heirs, executors, assigns, and administrators and
shall insure to the benefit of Intergraph, its subsidiaries, successors, and
assigns.
H. This Agreement can be modified only by a subsequent written agreement
executed by the President of Intergraph.
I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR
REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN
THIS AGREEMENT VOLUNTARILY AND FREELY.
Xx. Xxxxxxxx 18 September 2, 2005
---------------------- ---------------------------------------------
Date Signature of Employee
---------------------------------------------
Print Name of Employee
Xx. Xxxxxxxx 19 September 2, 2005
EXHIBIT A
1. The following is a complete list of all inventions or improvements relevant
to the subject matter of my employment by Intergraph Corporation that have been
made or conceived or first reduced to practice by me alone or jointly with
others prior to my employment by Intergraph that I desire to remove from the
operation of Intergraph's Proprietary Information and Inventions Agreement.
No inventions or improvements
---------
See below:
---------
Additional sheets attached
---------
