November 2, 1998
Xx. Xxxx Xxxxxxxxx
000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Dear Xxxx:
You and Intergraph Corporation have entered into an
Employment Agreement in the form of a letter agreement dated
May 30, 1997. A copy of that Employment Agreement is
attached hereto. That Agreement continues in full force and
effect until its termination.
By this letter, Intergraph Corporation extends to you the
option to terminate that Employment Agreement on or after
December 31, 1999 under all terms set forth in this letter,
by providing written notice delivered to General Counsel of
Intergraph Corporation. Termination of the Employment
Agreement shall not constitute termination of your
employment with Intergraph Corporation, which will continue
on an employment-at-will basis, under all the terms set
forth in this letter.
Within thirty (30) days following the delivery of written
notice of your termination of the Employment Agreement on or
after December 31, 1999, Intergraph Corporation will pay to
you the sum of two million dollars ($2,000,000).
During the period of your continuing at-will employment
following the termination of your Employment Agreement, the
following terms and conditions will apply:
1. 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.
2. It is understood and agreed that you will continue to
be 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.
3. The Proprietary Information and Inventions Agreement,
separately executed May 31, 1997, the terms of which
comprise a material part of the Employment Agreement, is
attached hereto and incorporated herein and shall continue
in full force and effect and comprises a material part of
this Letter Agreement.
Page 2
November 2, 1998
Xx. Xxxx X. Xxxxxxxxx
4. Inventions made for Intellicomp Corporation are not
covered by the terms of the attached Proprietary Information
and Inventions Agreement.
5. For a period of one (1) year after your employment with
Intergraph or its subsidiary ends for any reason, you will
not accept 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.
6. This Letter Agreement supersedes all prior discussions
and documents that relate to the subject matter covered
herein. This Letter Agreement can be altered only in
writing and signed by you and by the CEO of Intergraph.
7. All amounts set forth in this Letter Agreement shall be
subject to tax and other withholding under Intergraph's
usual compensation practices.
Please indicate your acceptance of the above terms by
signing in the space indicated below.
INTERGRAPH CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
_______________________
Xxxxx X. Xxxxxxxx,
Chief Executive Officer of
Intergraph Corporation
AGREED and ACCEPTED:
/s/ Xxxx X. Xxxxxxxxx
_______________________
Xxxx X. Xxxxxxxxx
Attachments
SJP:xxx
