EXHIBIT 99.4
INTERGRAPH CORPORATION
RESTRICTED SHARE UNIT AGREEMENT
THIS RESTRICTED SHARE UNIT AGREEMENT (this "Agreement") is made and
entered into as of the ___ day of _________, 200_ (the "Grant Date"), between
Intergraph Corporation, a Delaware corporation (the "Company"), and [DIRECTOR],
(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 Share Units; and
WHEREAS, in accordance with the provisions of an award pursuant to the
Plan, the Grantee has elected to receive all or a portion of Grantee's retainers
for services as a director of the Company (a "Director") in the form of a
Restricted Share Unit award;
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 Share Unit Award.
1.1 The Company hereby grants to the Grantee an award ("Award") of
[NUMBER] Restricted Share Units ("RSUs") on the terms and conditions set forth
in this Agreement and as otherwise provided in the Plan.
1.2 This Agreement shall be construed in accordance and consistent
with, and subject to, the terms of the Plan; and, except as otherwise expressly
set forth herein, the capitalized terms used in this Agreement shall have the
same meanings as are set forth in the Plan.
1.3 The Grantee's rights with respect to the Award shall remain
forfeitable at all times prior to the dates on which the RSUs shall vest in
accordance with Section 2 hereof. This Award may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by Grantee other
than by will or the laws of descent and distribution.
2. Vesting and Payment.
2.1 Except as provided in Section 2.2, the Award shall vest in its
entirety on the first anniversary of the Grant Date (such one year period
sometimes referred to as the "Restricted Period"); provided, however, that
unless otherwise determined by the Committee at or after the grant of the Award
hereunder, all RSUs shall be forfeited, and all rights of Grantee to the Award
shall terminate, unless the Grantee continues his/her service as a director of
the Company, a Subsidiary or Affiliate for the entire Restricted Period.
2.2 Notwithstanding Section 2.1 above, all RSUs covered by the
Award shall immediately vest upon the occurrence of a Change in Control of the
Company or in the event of termination of the Grantee's service as a director of
the Company, a Subsidiary or Affiliate which results from Grantee's death or
Disability (as defined below). If the Grantee's service as a director is
terminated by Retirement or without cause (to be determined in the sole
discretion of the Committee), the RSUs covered by the Award shall immediately
vest, but only in proportion to the length of the Director's service as a
director during such Restricted Period.
For purposes of this Agreement, "Disability" means that the Grantee is
unable to perform the essential duties of 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.
2.3 Subject to Sections 2.1 and 2.2, the Grantee shall be entitled
to payment, at the time of Grantee's termination of service as a Director, in
respect of all RSUs covered by the Award that are then vested. Subject to the
provisions of the Plan, such payment shall be made through the issuance to the
Grantee, as promptly as practicable thereafter (or to the
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executors or administrators of Grantee's estate, as promptly as practicable
after the Company's receipt of notification of Grantee's death, as the case may
be), of a stock certificate for a number of Shares equal to the number of such
vested RSUs. Notwithstanding the foregoing, if the Grantee shall have elected an
alternative payment date for the Award, payment shall instead be made on such
alternative date.
3. Dividend Equivalents.
The Grantee shall receive dividend equivalents in respect of any vested
RSUs covered by this Award at the time of any payment of dividends to
stockholders on Shares. The amount of any such dividend equivalent shall equal
the amount that would be payable to the Grantee as a stockholder in respect of a
number of Shares equal to the number of vested RSUs then credited to Grantee
hereunder. Any such dividend equivalent shall be paid in accordance with the
Company's payment practices as may be established from time to time and as of
the date on which such dividend would have been payable in respect of
outstanding Shares. No dividend equivalents shall be paid under any
circumstances in respect of RSUs that are not yet vested.
4. No Right to Continued Service.
Nothing in this Agreement or the Plan shall be interpreted or construed to
confer upon the Grantee any right to continue service as a member of the Board.
5. Adjustments.
In the event of a change in capitalization or other change in corporate
structure described in the Plan, the Board may make such adjustment or
substitution (including by substitution of shares of another corporation) as it
may determine to be appropriate, in its sole discretion, in the number and class
of Shares or other stock or securities represented by RSUs. Any such adjustment
(or substitution) by the Board shall be made in accordance with the provisions
of the Plan and shall be final and binding for all purposes of the Plan and this
Agreement.
6. Grantee Bound by the Plan.
The Grantee hereby acknowledges receipt of a copy of the Plan and agrees
to be bound by all the terms and provisions thereof.
7. Modification of Agreement.
This Agreement may be modified, amended, suspended or terminated, and any
terms or conditions may be waived, but only by a written instrument executed by
the parties hereto.
8. Severability.
Should any provision of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Agreement shall not be affected by such holding and shall
continue in full force in accordance with their terms.
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9. Governing Law.
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware without giving
effect to the conflicts of law principles thereof, except to the extent that
such laws are preempted by Federal law.
10. 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.
11. 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 Board. 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 Unit
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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