OFFER OF EMPLOYMENT

 

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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                           6                       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                           7                       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