Employment Agreement - Intergraph Mapping and GIS Solutiosn and Terry Keating
September 25, 2002 Dr. Terry Keating Lucerne International 6 State Street, Suite 100 Bangor, ME 04401 Dear Terry: This letter constitutes an offer of full time employment with Intergraph Mapping and GIS Solutions and is valid until the date given below. Your start date will be October 1, 2002, recognizing that at first you would commute, then relocate to Huntsville later in the year. A copy of the Employee Benefits Summary has been enclosed for your review. Details of the offer are as follows: Position: Executive Vice President - IMGS Salary: $250,000 per year paid bi-weekly Performance Bonus: $100,000 Car Allowance: $400 per month Manager: Preetha Pulusani, President This exempt position is eligible for participation in the Intergraph benefits program. In addition to the standard benefits offered to Intergraph employees your annual vacation accrual will be four (4) weeks. Payment of your Performance Bonus will be based on achievement of objectives to be determined by you and Preetha Pulusani. IMGS will assist in your relocation to Alabama. Attached you will find a copy of the relocation benefits being provided to you. If your employment is involuntarily terminated other than for cause prior to the completion of three years of service you will receive eighteen (18) months of salary following termination. At Intergraph's option this may be paid as salary continuation or as a lump sum within 30 days following termination. For purposes of this paragraph, "cause" shall be defined as any willful act or failure to: act involving: dishonesty towards Intergraph; unethical business practices; embezzlement or misappropriation of corporate funds, property or proprietary information; unreasonable and willful refusal to perform the duties required by Intergraph; willful breach of this Agreement or habitual neglect of duties and responsibilities, other than due to illness or disability; aiding and abetting a competitor; or participation in any fraud or any criminal activities. "Salary" is defined as base salary only. This would not include any bonus or benefits component. IMGS will use direct deposit as the method of payment of your compensation. Please complete the enclosed Authorization Agreement for Automatic Deposit and return with a voided check or deposit slip on your start date. Your offer of employment is contingent upon signing the enclosed Proprietary Agreement. Please return this Agreement with the copy of this letter to acknowledge your acceptance of this offer. A listing of documents required for compliance with the Immigration Reform and Control Act is also included. A prepaid envelope has been provided for your convenience. Please respond to this offer by close of business Friday, October 11, 2002. If you have any questions or require additional information, please contact me in Huntsville at (256) 730-6084. Sincerely, /s/ Betsy Mosgrove Betsy Mosgrove Human Resources Intergraph Mapping & GIS Solutions Enclosures I accept your offer and plan to begin work on October 1, 2002. --------------- /s/ Terrence Keating October 1, 2002 ---------------------- --------------- Applicant Signature Date