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EXHIBIT 10.1
SEPTEMBER 2, 2005
Mr. Anthony Colaluca, Jr.
19 Lakeside Place West
Palm Coast, FL 32137
Re: Offer of Employment
Dear Mr. Colaluca ("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),
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Mr. Colaluca
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 R. Halsey Wise for "Good Reason" or termination
of Mr. Wise for "Without Cause," as such terms are defined in
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Mr. Colaluca
3
September 2, 2005
Mr. Wise's 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,
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Mr. Colaluca
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.
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Mr. Colaluca
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 (256)
730-8993, or Ed Porter at (256)
730-2350.
Sincerely,
/R. Halsey Wise
---------------
R. Halsey Wise
Chief Executive Officer
Offer of Employment to Anthony Colaluca,
Jr., 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/ Anthony Colaluca
September 2, 2005
-----------------------------
-----------------
Employee
Signature
Date
[Redacted]
----------------------
Social
Security Number
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Mr. Colaluca
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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
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Mr. Colaluca
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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.
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Mr. Colaluca
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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
Grantee'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 Grantee'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 disc
