MICROS SYSTEMS, INC. EXECUTIVE RETIREMENT PLAN

Employee Benefits Plan Agreement

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MICROS SYSTEMS INC

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Title: MICROS SYSTEMS, INC. EXECUTIVE RETIREMENT PLAN
Governing Law: Maryland Date: 9/13/2006
Industry: SOFTWR Sector: TECHNO

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EXHIBIT 10

EXHIBIT 10

MICROS SYSTEMS, INC.

EXECUTIVE RETIREMENT PLAN

Revised April 27, 2005

ARTICLE 1
PURPOSE

MICROS Systems, Inc. (hereafter called “the Corporation”) recognizes the contributions to its growth and success made by certain key employees and desires to retain the services of such individuals and to assure the Corporation of the continued benefit of their services. Accordingly, the Corporation hereby establishes the MICROS Systems, Inc. Executive Retirement Plan (the “Plan”) to provide retirement benefits to these employees as described herein in order to reward and retain such individuals.

ARTICLE 2
DEFINITIONS AND CERTAIN PROVISIONS

Administrator. “Administrator” shall mean the Board of Directors or, to the extent designated by the Board, the Committee.

Annual Benefit. “Annual Benefit” means ten equal annual payments, each of which shall be equal to the product of the Participant’s (i) Final Base Compensation multiplied by (ii) the applicable Benefit Percentage. The first payment of the Annual Benefit shall be made on the date specified in Section 5.1 or 5.2, as applicable, and the last payment will be made on the ninth anniversary of such date.

Beneficiary. “Beneficiary” means the person or persons designated as such in accordance with Article 6.

Benefit Percentage. “Benefit Percentage” means (i) 18% if the Participant’s employment with the Corporation terminates prior to the date the Participant attains age 63 (including if the Participant’s employment is terminated on account of his or her death prior to attaining age 63); (ii) 21% if the Participant’s employment with the Corporation terminates on or after the date the Participant attains age 63 but prior to the date the Participant attains age 64; (iii) 24% if the Participant’s employment with the Corporation terminates on or after the date the Participant attains age 64 but prior to the date the Participant attains age 65; or (iv) 30% if the Participant’s employment with the Corporation terminates on or after the date the Participant attains age 65.

Board of Directors or Board. “Board of Directors” or “Board” means the Board of Directors of the Corporation.

Change in Control. “Change in Control” means: (i) the acquisition (other than from the Corporation) by any Person, as defined herein, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then-outstanding shares of capital stock of the Corporation (the “Common Stock”), or (B) the combined voting power of the then-outstanding securities of the Corporation entitled to vote generally in the election of directors (the “Corporation Voting Stock”); or (ii) the effective time of any merger, share exchange, consolidation, or other business combination involving the Corporation if immediately after such transaction persons who hold 50% of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held Common Stock. For purposes of this definition, a “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than any employee benefit plan sponsored or maintained by the Corporation and by entities controlled by the Corporation or an underwriter of the Common Stock in a registered public offering.

Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.

Committee. “Committee” means the Compensation Committee of the Board of Directors.

Corporation. “Corporation” means MICROS Systems, Inc., and any successor corporation.

Date of Employment. “Date of Employment” means, for purposes of determining Years of Service, the date upon which the Participant commenced employment with the Corporation.

Effective Date. “Effective Date” means August 25, 2004.

Final Base Compensation. “Final Base Compensation” means the annual base salary, not including annual bonuses, stock option income or other remuneration, the Participant earned over the twelve-month period during which the Participant worked full-time and excluding any periods of leave or other absences, immediately preceding the Participant’s termination of employment with the Corporation. Final Base Compensation shall be determined without regard to any elective reduction thereof resulting from the Participant’s participation in any of the Corporation’s employee benefit plans.

Participant. “Participant” means an employee of the Corporation designated on Schedule A hereto.

Plan. “Plan” means this MICROS Systems, Inc. Executive Retirement Plan, as set forth herein.

Vested Benefit. “Vested Benefit” means the nonforfeitable Annual Benefit provided under the Plan to a Participant who has satisfied the requirements in Section 4.2 of the Plan.

Years of Service. “Years of Service” means the total number of completed twelve-month periods during which the Participant was in the continuous employ of the Corporation beginning from the Participant’s Date of Employment.

ARTICLE 3
ADMINISTRATION OF THE PLAN

3.1	Duties and Powers of the Administrator. The Administrator shall be responsible for the control, management, operation and administration of the Plan and the proper execution of its provisions. It shall also be responsible for the construction of the Plan and the determination of all questions arising hereunder. In furtherance of the foregoing, the Administrator shall have the sole power, responsibility and discretion (i) to establish, interpret, enforce, amend, and revoke from time to time such rules and regulations for the administration of the Plan and the conduct of its business as it deems appropriate, (ii) to determine the entitlement of Participants and their Beneficiaries to benefits under the Plan, and (iii) to decide any disputes that may arise relative to the rights of the Participants and their Beneficiaries with respect to such benefits. Any action which the Administrator is required or authorized to take shall be final and binding upon each and every person who is or may become interested in the Plan. Notwithstanding anything in the Plan to the contrary, on and after the occurrence of a Change in Control, the Administrator shall not have any discretion in the administration of the Plan, and notwithstanding anything in the Plan to the contrary, any court or tribunal that adjudicates any dispute, controversy or claim in connection with benefits under the Plan will apply a de novo standard of review to any determinations made by the Administrator in the administration of the Plan.

3.2	Expenses. The expenses of administering the Plan shall be paid by the Corporation.

3.3	Claims Administration. In the event that benefits under the Plan are not paid to the Participant, or to his Beneficiary, and such individual feels he is entitled to receive such benefits, then such individual shall make a written claim to the Administrator. The Administrator shall review the written claim within a reasonable time after it is submitted, and if the claim is denied, in whole or in part, the Administrator shall provide written notice of such denial within 90 days of receipt of such claim. Such written notice of denial shall be written in a manner calculated to be understood by the claimant and shall include the following:

	(i)	the specific reason or reasons for the denial;

	(ii)	specific reference to pertinent Plan provisions on which the denial is based;

	(iii)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

	(iv)	a description of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action following an adverse determination on review.