Employment Agreement - Intergraph European Manufacturing LLC and Klaas Borgers
CONTRACT OF EMPLOYMENT 710-008
The private company, Intergraph European Manufacturing LLC,
having its principal place of business at Nijmegen with a
subsidiary office at Hoofddorp, The Netherlands, hereinafter
referred to as "the company", and
Name Klaas Borgers
Address Hoofdstr. 161
Sassenheim, Netherlands
hereinafter referred to as "the employee", hereby declare to
have entered into an agreement effective date, September
1, 1997, the terms of which are as follows:
Appointment and Duration
------------------------
The employee will be employed by the company at Intergraph
European Manufacturing LLC located in the Nijmegen
Distribution Facility, as Executive Vice President, World-
wide Operations for Intergraph Computer Systems, Inc., and
Executive Vice President, Intergraph Corporation, reporting
to Mr. Wade Patterson, President, Intergraph Computer
Systems, Inc. (ICS), and Executive Vice President Intergraph
Corporation, in job grade 1, commencing on October 1, 1997.
For the remuneration provided herein the employee shall
perform all of the duties of Executive Vice President,
World-wide Operations for ICS (this includes world-wide
sales, manufacturing, distribution and support as well as
the product marketing for ICS in Hoofddorp) for the assigned
territory.
This agreement has been entered into for a unlimited period
of time until, but will be terminated by rights, without a
formal notice being required, on the last day of the month
during which the employee becomes eligible for a pension or
retirement.
The company is entitled to redefine the duties entrusted to
the employee or to adapt them to new circumstances or
transfer the employee to another office-location should such
measures be in the interest of the company; decisions on
such measures being at the sole discretion of the company.
Should such alterations be of a more permanent nature, the
company will discuss its measures with the employee prior to
effectuation.
The employee shall devote his entire working time and
intention to the business of the company and use his best
efforts to carry out the appointed tasks to the best of his
ability.
Termination and Severance
-------------------------
If the employee resigns voluntarily the employee must give
Intergraph a minimum of two (2) months written notice.
Upon involuntary termination the company will give the
employee two (2) months written notice, during which time
the employee may be required to work, at the Company's
discretion.
Intergraph may wish to repatriate you elsewhere within the
worldwide Intergraph organization after your assignment in
Hoofddorp, the Netherlands. It you accept a job within
Intergraph, you will be transferred to the new location
according to local transfer policy. If the Company and the
Employee cannot reach acceptable terms, and the Company
wishes to end your contract, a termination according to
Dutch Law will be established.
Remuneration
------------
On entering upon his duties the employee will receive a
gross base salary of DFL 270,000 per annum. In addition,
the employee shall receive the standard employee benefits
package for the Netherlands.
Representation Costs
--------------------
You will be paid representation costs of DFL 750.00 per
month beginning October 1, 1997, according to the Personnel
Policy Manual.
Office Hours
------------
The employee shall work at least 40 hours per week for the
company. The office hours are from 8.30 - 12.30 and from
13.00 - 17.00 hrs.
The employee is obliged, should this be essential for the
satisfactory execution of the business of the company, to
carry out duties outside the agreed working hours if his
superior(s) request him to do so.
Transfer Assistance
-------------------
Intergraph will pay annually tax consulting services with
documented receipts, for the preparation of your tax returns
both in The Netherlands and The United States. The payment
for preparation of tax returns will conclude one year after
termination.
Company Car
-----------
The company provides a company car in accordance with job
grade 1 for the use of the employee, subject to the current
Company Car Policy as recorded in the Personnel Policy
Manual.
Within reason private use of the car is allowed, but subject
to the current Company Car Policy. A monthly net charge for
the private use of the company car will be deducted from the
employee's salary.
In case the employee is unable to perform his duties for
more than two months because of illness or other reasons,
the company has the right to reclaim the car immediately.
Vacation/Leave
--------------
The employee is entitled to a vacation of 25 working days
annually.
Any remaining leave to which rights have been acquired
during any year must have been taken up by 1st April of the
following year. If the employee neglects to take his
vacation before this date he forfeits his rights.
Pension Plan
------------
The employee is eligible to continue to participate in the
company Pension Plan for ececutives, the C-Polis Plan, to
which both the employee and the company contribute, provided
the employee is 25 years old. The premiums which the
employee owes by becoming a participator will be deducted
from his salary each month by the company and paid into the
pension fund. The bylaws of the pension plan contain
detailed information on the rights and obligations of the
parties concerned.
Any further details concerning the pension plan will be
provided separately.
Health and Disability
---------------------
If the employee is unable to perform his duties because of
illness or other reasons, he is obliged to inform the
company of any such disability on the first day of this
disability by 9.30 hrs., in accordance with the procedure
stated in the Personnel Policy Manual.
In case of illness the company shall supplement the sickness
benefit the employee receives according to the social
security system so that the employee will receive an amount
which is the equivalent of his net monthly salary.
Supplementary payments will be made during the first twelve
months of the employee's illness, but in no case shall such
payments be made after the employee has become eligible for
a pension. Furthermore, no such payments will be made if the
employee is not eligible for sickness benefit according to
the social security system.
Health Insurance
----------------
The employee is obliged to contribute to the collective
health insurance effected by the company, provided the
employee meets the requirements made or the employee may
elect to remain on the benefit plan in the US
The company will reimburse 50 percent gross of the premiums
the employee owes for health insurance (maximum class 2 B).
The employee authorizes the company, through signing this
agreement, to deduct from his salary each month 1/12 of the
premium.
Stock Purchase Plan
-------------------
The company offers the employee the opportunity to
participate in the Intergraph Stock Purchase Plan. Further
details can be obtained form the Human Resources department.
Secrecy
-------
Both company and employee are obliged to do or refrain from
doing everything employers and employees are expected to do
or refrain from doing in accordance with the demands which
can reasonably be made in the case of a company-employee
relationship.
Both during the time of employment and after termination of
this agreement the employee is obliged to maintain the
strictest secrecy concerning any information he has obtained
in the course of his duties which pertains to the business
and interests of the company and which the employee knows or
may reasonably be expected to infer to be of a confidential
nature. The employee is obliged to refrain from supplying
any information to third parties concerning names, addresses
and other details concerning the company's clients without
prior approval from the company. All information, drawings,
specifications and other documents which the company has
supplied to the employee, or which the employee has drawn up
or helped to draw up in the course of his duties remain the
property of the company and shall be returned to the company
forthwith, should the company request the employee to do so.
Any such documents, or copies of documents, drawings and
specifications which the employee has in his care, shall be
returned in any case when this agreement is terminated.
This agreement shall be governed by and construed in accordance
with the law of The Netherlands.
While employed by the company the employee shall not
undertake any activities on behalf of other companies or on
behalf of himself pertaining to the carrying out of a
profession or the execution of a business, without prior
written permission from the company.
Any stipulations made here or in the Personnel Policy
Manual, which forms an integral part of this agreement, are
subject to change.
/s/ Wade Patterson
__________________________
Wade Patterson Date: 12/11/97
Executive Vice President
Intergraph Corporation
I herewith declare to accept the terms of this agreement and
I confirm that the information given by me to the company
during the procedure which preceded this agreement and on
the basis of which this agreement was made, faithfully
reflects the true state of affairs and that no information
has been withheld by me which could reasonably be expected
to have had an influence on this agreement. Herewith I
declare furthermore to be in good health and to be willing
and prepared to undertake business trips should the company
require me to do so.
/s/ Klaas Borgers
_________________________
Klaas Borgers Date: 30-10-97
Vice President European Support