Sample Business Contracts

Employment Agreement - Intergraph Corp. and John W. Wilhoite

Employment Forms

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                      EMPLOYMENT AGREEMENT

      This  Agreement is made and entered into as of  August  23,
1999,  by  and between INTERGRAPH CORPORATION (the "Company")  and
JOHN W. WILHOITE (the "Employee").

      The  Company desires to continue to employ the Employee  as
Executive  Vice  President  and Chief Financial  Officer  of  the
Company and the Employee desires to continue employment in such
capacity all on the terms set forth herein.

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual agreements hereinafter set forth, the Company agrees  with
Employee, and Employee agrees with Company, as follows:

     1.   Definitions.

          1.1       "Cause" means (i) conduct amounting to fraud,
embezzlement or misappropriation; (ii) the material breach by the
Employee  of  this  Agreement; or (iii)  engaging  in  activities
prohibited hereunder.

     2.  Terms of Employment; Duties.

          2.1       The Company employs the Employee as Executive Vice
President and Chief Financial Officer of the Company and the Employee
accepts such employment in those capacities subject to the  terms
and  conditions  hereof.  In such position,  Employee  shall  (i)
continue to perform substantially the functions and operate  with
the  authority  as his current functions and authority  with  the
Company, reporting directly to the Chief Executive Officer of the
Company;  and (ii) have such managerial and executive duties  and
responsibilities with respect to the business of the  Company  as
the  Company  shall determine from time to time, consistent  with
clause (i) of this Section 2.1 and with his current position  and
current authority.

          2.2       Throughout his employment hereunder, the Employee shall
devote sufficient time, energy and skill to perform the duties of
his  employment  (vacations, reasonable personal  time  off,  and
reasonable  absences due to illness excepted),  shall  faithfully
and  industriously perform such duties, and shall  use  his  best
efforts  to  follow  and  implement all management  policies  and
decisions of the Company.

          2.3       This agreement is being consummated subsequent
to a decision within Intergraph to significantly verticalize the
organization.  This verticalization will significantly change the
reporting structure in the Company, including the reporting
structure to the CFO.  Much of the current financial and
administrative manpower will be allocated to the vertical units,
however the requirement to maintain overall financial control and
reporting will remain with the CFO.  During this transition, the
CFO may be required to not only act as Intergraph's CFO, but also
act in the lead capacity for financial and adminstrative control in
one or more of the vertical units.

     3.        Compensation.

          3.1       For his services hereunder, the Company shall pay to
Employee an annual salary at the rate, effective the date of this
Agreement,  of one hundred eighty-two thousand dollars ($182,000),
with appropriate merit and cost of living  increases annually
thereafter.  Such salary shall be  paid  in  accordance
with  the payroll payment practices of the Company from  time  to
time and shall be subject to such deductions and withholdings  as
are  required by law or as may be permitted by the terms of  this
Agreement or by Employee's written consent.

          3.2       Employee shall be entitled to paid vacation during each
twelve  (12)  month period during the term of this  Agreement  in
accordance  with  Company policy, plus all Company  holidays  and
personal time consistent with Employee's position.

          3.3       The Employee shall be entitled to Company-paid health
insurance under the Company's health insurance plan and all other
standard  employee  benefits offered from time  to  time  by  the
Company,  and  to stock options under the Company's stock  option
plans  as  determined  by the Administrative  Committee  of  such

          3.4       The Employee shall not be entitled to receive any
compensation in addition to that set forth in this Section 3  for
any  services  provided  by him in any capacity  to  the  Company
unless agreed to by the Company.

     4.        Term and Termination of this Agreement.

          4.1       The term of this Agreement shall commence as of the
date  hereof  and  shall  end on August  12,  2002,  with  annual
renewals  thereafter  as  mutually agreed  by  Employee  and  the
Company.  No later than ninety (90) days prior to the end of  the
initial term hereof, the Company shall notify the Employee as  to
its intent to renew this Agreement at the end of the term.

          4.2       This Agreement and Employee's employment hereunder may
be  terminated (a) by the Employee upon not less than thirty (30)
days  notice;  (b)  by mutual agreement of the Employee  and  the
Company;  (c) by the Company immediately for Cause;  (d)  by  the
Company  without Cause upon not less than sixty (60) days notice;
(e)   upon  the  death  of  Employee;  or  (f)  by  the  Employee
immediately  upon breach of this Agreement by the Company.   This
Agreement   shall,   at  the  option  of  Employee,   be   deemed
automatically terminated by the Company without cause pursuant to
Section 4.2(d), upon written notice to the Company by Employee of
the  exercise of such option by Employee, (a) in the event of the
merger  or  consolidation of the Company with or into  any  other
entity or entities other than any merger or consolidation of  the
Company effected solely for the purpose of changing the corporate
domicile  of  the Company; (b) in the event that  any  person  or
entity, acting directly or indirectly, shall acquire in a  single
transaction or a series of related transactions, more than  fifty
percent  (50%)  of the outstanding capital stock of  the  Company
other  than  any  temporary  acquisition  by  an  underwriter  or
investment  banking  organization in  connection  with  a  public
offering of capital stock by the Company; (c) in the event of the
sale  or  other disposition of substantially all of the operating
assets  of  the  Company; (d) in the event of any other  material
recapitalization, reorganization, restructuring, refinancing,  or
change  of  ownership  of the Company, not  contemplated  by  the
provisions  of  clauses (a) through (c) above if any  such  other
recapitalization, reorganization, restructuring, refinancing,  or
change  of  ownership will result in a change of  control  of  at
least fifty percent (50%) of the outstanding voting stock of  the
entity  controlling  the  business  of  the  Company  after  such
transaction;  (e) in the event Employee's position is  eliminated
or   his  current  level  of  responsibility  and  authority   is
materially     reduced,    whether    through     reorganization,
verticalization, or similar changes or for any other reason,  and
whether such change is initiated by the Management Committee,  by
the  CEO,  or  by the Board of Directors; (f) in  the  event  the
Management  Committee by majority vote determines to  reduce  the
salary  or  benefits of Employee or to eliminate his position  or
reduce  the responsibility and authority of Employee as described
in  (e) above, whether or not such vote is accepted by the CEO or
by  the Board of Directors.  Employee must exercise his option to
have  this  Agreement  deemed  automatically  terminated  by  the
Company  without Cause within thirty (30) days after the date  on
which  Employee is notified of such event or the date such  event
occurs, at the discretion of the Employee.

          4.3       Upon the termination of this Agreement and Employee's
employment   hereunder,  the  Company  shall  have   no   further
obligation   to  the  Employee  or  his  personal  representative
hereunder  except  for  payment  of  salary  earned  through  the
effective  date  of termination, plus in the case of  termination
pursuant  to Section 4.2(d) or 4.2(f), the payments and  benefits
required by Section 5 below.

          4.4    Upon the termination of this Agreement and the Employee's
employment hereunder, the Company will fully and forever  release
and  discharge the Employee from any claims, damages, and  causes
of  action they may have against him and covenant not to  sue  or
otherwise  institute a cause of action or in any way  participate
in  legal  or  administrative proceedings against  the  Employee,
except  as  may  be  required  by  law,  including  any  and  all
liabilities, claims, demands, contracts, debts, obligations,  and
causes of action of every nature, kind, and description, in  law,
equity,  or  otherwise, whether or not now known or  ascertained,
which  heretofore do or may exist.  Nothing herein  will  release
the  Company from their obligation to indemnify the Employee  for
any actions taken or not taken in his capacities as an Officer of
the  Company  and  an officer and/or Director  of  the  Company's
subsidiary  companies in accordance with Alabama law and  Company

     5.        Termination Payment.  In the event this Agreement and
Employee's employment hereunder is terminated pursuant to Section
4.2(d)  or 4.2(f), the Company shall pay to Employee, in addition
to  salary  earned through the termination date as  described  in
Section  4.3, an amount equal to fifty-two (52) times  the  then-
current  weekly  compensation of the Employee,  payable,  at  the
option of the Employee, in twelve (12) monthly installments or in
a  lump  sum,  and any other financial obligations  owed  to  the
Employee  upon  involuntary separation  under  Company  sponsored
benefit plans or programs, including ERISA plans, in existence at
the  time  of  separation, and will fully vest all then  unvested
stock  options  of the Employee. In addition, the  Company  shall
continue  to provide the Employee and his dependents Company-paid
health  insurance and all other employee benefits  for  fifty-two
(52) weeks from the date of separation.

     6.         Notice.  All notices, requests, demands and other
communications required hereunder shall be in writing  and  shall
be  deemed to have been duly given if personally delivered or  if
mailed, by United States certified or registered mail, prepaid or
if  sent  by  overnight courier such as Federal  Express  postage
prepaid  to  the  party  to which the same  is  directed  at  the
following  addresses (or at such addresses as shall be  given  in
writing by the parties to one another):

If to Company:

     Intergraph Corp.
     Attn:  James W. Meadlock, Chief Executive Officer
     Huntsville, Alabama  35894

If to Employee:

     Mr. John W. Wilhoite
     7707 Foxfire Drive
     Huntsville, AL  35802

Notices   delivered  in  person  or  sent  by  cable,   telegram,
telecopier  or  telex or by prepaid overnight  carrier  shall  be
effective on the date of delivery.  Notices delivered by mail  as
aforesaid  shall  be  effective  upon  the  third  calendar   day
subsequent to the postmark date thereof.

     7.        Miscellaneous.

          7.1       This Agreement may be assigned by the Company only with
the  consent of the Employee (and shall inure to the  benefit  of
any  such assignee) in connection with any transfer of assets  or
capital  stock  of  the Company (including any such  transfer  by
merger,  consolidation, operation of law or otherwise); provided,
that  as  a  condition  to  any such  assignment  (including  any
assignment   by  merger,  consolidation,  transfer   of   assets,
operation  of  law  or otherwise) the Company shall  require  the
assignee,  by  agreement  in form and substance  satisfactory  to
Employee,  to  expressly assume the obligations  of  the  Company
hereunder.   Except as set forth above, none of  the  undersigned
parties  shall  have the right to assign this Agreement,  or  any
interest  under this Agreement (whether by operation  of  law  or
otherwise), without the prior written consent of the other party,
which  consent shall not be unreasonably withheld. The waiver  by
either  party of any breach of this Agreement by the other  party
shall  not  be  effective unless in writing, and no  such  waiver
shall  constitute the waiver of the same or another breach  on  a
subsequent occasion.

          7.2       This Agreement shall be governed by and construed in
accordance with the laws of the State of Alabama.

          7.3       This Agreement embodies the entire agreement of the
parties  hereto  relating  to  the subject  matter  hereof.  This
Agreement  may  not  be  modified in any way  unless  by  written
instrument signed by all of the parties hereto.

          7.4       The invalidity of any one or more of the words,
phrases,  sentences,  clauses  or  sections  contained  in   this
Agreement  shall not affect the enforceability of  the  remaining
portions of this Agreement or any part thereof, all of which  are
inserted conditionally on their being valid in law, and,  in  the
event  that any one or more of the words, phrases, sentences,  or
clauses  contained  in this Agreement shall be declared  invalid,
this  Agreement  shall be construed as if such  invalid  word  or
words,  phrase  or  phrases, sentence  or  sentences,  clause  or
clauses, or section or sections had not been inserted.

          7.5       The waiver by either party hereto of a breach or
violation  of any term or provision of this Agreement  shall  not
operate nor be construed as a waiver of any subsequent breach  or

          7.6       The section headings contained in this Agreement are
for  reference purposes only and shall not affect in any way  the
meaning or interpretation of this Agreement.

          7.7       Nothing expressed or implied in this Agreement is
intended,  or  shall be construed, to confer  upon  or  give  any
person  other than the parties hereto and their respective heirs,
personal  representatives, legal representatives, successors  and
assigns,  any  rights  or remedies under or  by  reason  of  this

      The parties have executed this Agreement as of the day  and
date first above written.

                                   EMPLOYEE: /s/ John W. Wilhoite
                                                 John W. Wilhoite


                                   INTERGRAPH CORPORATION

                                   By:      /s/ James W. Meadlock
                                                James W. Meadlock
                                            Chief Executive Officer