Preview | Employment Agreement |

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 12, 2003, is by and between Intergraph Corporation, a Delaware corporation (the "Company"), and R. Halsey Wise (the "Executive").

WHEREAS, the Company desires that the Executive serve as Chief Executive Officer and President of the Company and the Executive desires to hold such positions under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship of the Executive with the Company.

NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:

1. Employment. The Company hereby employs the Executive and the Executive hereby accepts employment with the Company, upon the terms and subject to the conditions set forth herein.

2. Term.

(a) Subject to termination pursuant to Section 10 hereof, the term of the employment by the Company of the Executive pursuant to this Agreement (as the same may be extended, the "Term") shall commence on July 28, 2003 (the "Effective Date"), and terminate on July 31, 2005 (which, for purposes of this Agreement, shall be considered the second anniversary of the Effective Date).

(b) Commencing on the second anniversary of the Effective Date and on each subsequent anniversary thereof, the Term shall automatically be extended for a period of one (1) additional year following the expiration of the otherwise applicable Term unless, not later than ninety days (90) prior to any such anniversary date, either party hereto shall have notified the other party hereto in writing that such extension shall not take effect.

3. Position. During the Term, the Executive shall serve as Chief Executive Officer and President of the Company performing duties commensurate with the position of Chief Executive Officer and such additional duties as the Board of Directors of the Company (the "Board") shall determine, which duties shall not be materially inconsistent with the duties to be performed by executives holding similar offices in similarly-sized software corporations. The Executive shall report directly to the Board. Following the Effective Date, the Board shall promptly cause a vacancy on the Board and shall appoint Executive to fill such vacancy. Executive agrees to serve, without any additional compensation, as a director on the Board and the board of directors of any subsidiary of the Company, and/or in one or more chief executive officer positions with any subsidiary of the Company. If the Executive's employment is terminated for any reason, whether such termination is voluntary or involuntary, the Executive shall resign as a director of the Company (and any of its subsidiaries), such resignation to be effective no later than the date of termination of Executive's employment with the Company.

4. Duties. During the Term, the Executive shall devote his full time and attention during normal business hours to the business and affairs of the Company (the "Business"); provided, however, that it shall not be a violation of this Agreement for the Executive to (i) devote reasonable periods of time to charitable and community activities and, with the approval of the Company, industry or professional activities, and/or (ii) manage personal business interests and investments, so long as such activities do not interfere with the performance of the Executive's responsibilities under this Agreement.

5. Salary and Bonus.

(a) For purposes of this Agreement, a "Contract Year" shall mean a one-year period commencing on the Effective Date or any anniversary thereof; provided, however, that July 31, 2005 shall be considered the second anniversary of the Effective Date and that subsequent anniversaries, if any, shall be determined using July 31 as the applicable date. During the initial Contract Year, the Company shall pay Executive a base salary of $525,000 per year. Commencing on or before the first anniversary of the Effective Date, the Board (or a committee of the Board) shall review Executive's base salary and may increase such amount as it may deem advisable (such salary, as the same may be increased, the "Base Salary"). The Base Salary shall be payable to the Executive in substantially equal installments in accordance with the Company's normal payroll practices. During the second Contract Year, the Company shall pay executive a Base Salary of not less than $577,500. Executive's Base Salary in subsequent years shall not be reduced by the Company.

(b) Executive shall be eligible to receive a cash signing bonus in the amount of $175,000 payable within ten (10) days following the Effective Date.

(c) Executive shall receive a minimum cash bonus of $250,000 with respect to his services during 2003, payable in accordance with the Company's customary practices and policies.

(d) Executive shall receive a target cash bonus opportunity in the amount of up to $577,500 subject to the Board's (or a committee of the Board's) determination that Executive achieved during the second Contract Year the applicablemutually agreed upon target performance objectives to be agreed upon in writing by Executive and the Company on or prior to December 31, 2003. The entitlement to such target cash bonus, if any, shall be determined by the Board (or a committee of the Board) no later than ten (10) days following the filing of the Company's financial statements for the year ended December 31, 2004 with the Securities and Exchange Commission. The target cash bonus, if any, will be paid to the Executive at the end of the Company's immediately succeeding payroll cycle following the determination of the Board (or a committee of the Board). In the event that this Agreement is extended beyond the second anniversary of the Effective Date, Executive shall be entitled to receive an annual target cash bonus opportunity in an amount equal to his then current Base Salary subject to the Board's (or a committee of the Board's) determination that the Executive achieved during such subsequent year(s) the applicable mutually agreed upon performance objectives to be agreed upon by Executive and the Company; such bonus (or bonuses), if any, shall be paid in accordance with the procedures and time frames set out above for payment of the second Contract Year bonus, if any.

6. Awards Granted Under Stock Option Plan. Reference is made to the Intergraph Corporation 2002 Stock Option Plan, in the form filed with the Securities and Exchange Commission as of the Effective Date (the "Stock Option Plan").

(a) Promptly following the Effective Date, the Company shall grant the Executive non-qualified stock options, with a ten (10) year term, under the Stock Option Plan to purchase 150,000 shares of common stock of the Company at an exercise price equal to the fair market value on the date of grant, vesting ratably over four (4) years, twenty-five percent (25%) per year beginning on the first anniversary of such grant, in substantially the form as attached hereto as Exhibit 1, which shall not be inconsistent with the provisions of the Stock Option Plan; provided, however, that the non-qualified stock options shall become 100% vested upon the occurrence of a Change in Control (as defined below) of the Company. Subject to the terms of the Stock Option Plan and applicable law, including but not limited to the Internal Revenue Code of 1986, as amended, and the regulations thereunder, to the extent practicable, such options shall be granted in the form of non-qualified stock options. In the event that Executive's employment under this Agreement is terminated, such options may be exercised, to the extent then vested and not previously exercised, in accordance with the provisions of the Stock Option Plan.

(b) Promptly following the Effective Date, the Company shall grant the Executive an restricted stock award under the Stock Option Plan in respect of 50,000 shares of common stock of the Company, which restrictions shall lapse ratably over four (4)years or immediately upon a Change in Control (as defined below) in substantially the form as attached hereto as Exhibit 2, which shall not be inconsistent with the provisions of the Stock Option Plan.

(c) Promptly following the first anniversary of the Effective Date, the Company shall grant the Executive non-qualified stock options, with a ten (10) year term, under the Stock Option Plan to purchase 200,000 shares of common stock of the Company at an exercise price equal to the fair market value on the date of grant, vesting ratably over four (4) years, twenty-five percent (25%) per year beginning on the first anniversary of such grant, in substantially the form as attached hereto as Exhibit 1, which shall not be inconsistent with the provisions of the Stock Option Plan; provided, however, that the non-qualified stock options shall become 100% vested upon the occurrence of a Change in Control (as defined below) of the Company. Subject to the terms of the Stock Option Plan and applicable law, including but not limited to the Internal Revenue Code of 1986, as amended, and the regulations thereunder, to the extent practicable, such options shall be granted in the form of non-qualified stock options. In the event that Executive's employment under this Agreement is terminated, such options may be exercised, to the extent then vested and not previously exercised, in accordance with the provisions of the Stock Option Plan.

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