Severance Agreement - Intergraph Corp. and Howard G. Sachs
CONFIDENTIAL
Letter Agreement
August 9, 1993
Mr. Howard G. Sachs
Dear Howard:
By executing this Letter Agreement ("Agreement"), you and
Intergraph agree to be bound by each and every term of this
Agreement, effective as of the date first set forth above (the
"Effective Date"). Your execution of this Agreement also
constitutes your acknowledgment, with the desire and expectation
that Intergraph will rely on such acknowledgment, that you
understand each and every term of this Agreement.
Until you are separated from Intergraph you will perform your
regular duties as an Executive Vice President of Intergraph and
general manager of Intergraph's APD division. In addition, you may
be required from time to time to meet and confer with Sun
Microsystems Computer Corporation ("SMCC"), on Intergraph's behalf
and as Intergraph's representative in connection with that certain
Cooperative Development Agreement between Intergraph and SMCC (the
"Cooperative Agreement"), for the purpose of advising Intergraph and
SMCC regarding foundry operations, CAD technologies, and general
microprocessor design and development; provided that such advisory
activities shall not materially interfere with your regular duties
as an Executive Vice President of Intergraph, including but not
limited to serving as Intergraph's Executive Representative and
Voyager II Project Manager under the Cooperative Agreement.
1. You and Intergraph agree that your employment relationship with
Intergraph shall be terminated effective the date you become an
employee of SMCC (such date, which as of the Effective Date is
anticipated to be January 3, 1994, is hereinafter referred to as the
"Separation Date"). From the Effective Date until the Separation
Date, your weekly salary shall be three thousand, nine hundred and
thirty-seven dollars ($3,937), and you shall be entitled to all
benefits provided by Intergraph to regular full time employees.
With respect to Intergraph's Employee Stock Bonus Plan, Incentive
Stock Option Plan, and SavingsPlus Plan, and except as otherwise
provided herein, you shall have the same rights as any other
Intergraph employee prior to the Separation Date, and upon
termination.
2. In consideration of your executing, being bound by, and
complying with the terms of this Agreement, Intergraph shall
compensate you, in the amounts and on the dates set forth in
Schedule 2 (in each case, a "Compensation Payment") to this
Agreement an aggregate amount equal to three thousand, five hundred
and seventy-nine dollars ($3,579.00) multiplied by the number of
full calendar weeks remaining from the Separation Date until
February 8, 1996, plus a prorated amount reflecting any partial
weeks remaining between the last such full calendar week and
February 8, 1996 (the result of the foregoing calculation is
hereinafter referred to as the "Separation Amount"), less the
aggregate amount of any taxes or other amounts which Intergraph is
legally obligated to withhold in connection with each Compensation
Payment. You will not be entitled to receive interest as a result of
the deferral of Compensation Payments in accordance with Schedule 2.
3. In consideration of Intergraph executing, being bound by, and
complying with the terms of this Agreement, you hereby:
(a) Release Intergraph, its directors, officers, employees, and
agents from any and all claims you may have against any or all of them,
whether now known or hereafter discovered, and whether suspected or
unsuspected, attributable to, or arising out of or in connection with
(i) your employment relationship with Intergraph or Fairchild Semiconductor,
Inc.; (ii) that certain Letter Agreement dated February 8, 1993 (a copy of
which is attached hereto for your reference - Exhibit 10(e) to Form 10-K)
between you and Intergraph (the "February Agreement"); and (iii) the
termination of your employment relationship with Intergraph and Fairchild
Semiconductor, Inc., including but not limited to severance pay, and that
you hereby expressly waive any and all rights granted to you under
<PAGE>
Section 1542 of the California Civil Code (Section 1542 of the Civil
Code of California reads as follows: "A general release does not
extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which, if known
by him, must have materially affected his settlement with the debtor"),
or any analogous state law or federal law; and
(b) Hold in confidence and not disclose under any
circumstances, at any time, any proprietary or confidential
information belonging to Intergraph or any party which has delivered
proprietary and confidential information to Intergraph (unless such
party consents to such disclosure), provided that you shall not be
obligated to maintain the confidentiality of any information which
is or becomes public, or which is discoverable through other proper
means; and
(c) Provide Intergraph with such assistance as Intergraph may
reasonably request in connection with Intergraph's efforts to
obtain, secure, or perfect rights in any of Intergraph's
intellectual property, including but not limited to patents,
trademarks, copyrights, and trade secrets, created on or before the
Separation Date.
4. This Agreement shall be interpreted and construed in accordance
with the laws of the State of California, notwithstanding any
conflicting law or public policy of any other state. This agreement
may not be amended except in a writing executed by both you and
Intergraph, and a waiver of the breach of any provision of this
Agreement shall not constitute a waiver of any subsequent breach of
the same or any other provision of this Agreement.
5. This Agreement shall be binding on and inure to the benefit of
the respective successors, executors, heirs, representatives,
administrators, and assigns of you and Intergraph.
6. This Agreement sets forth our entire and final understanding
and agreement concerning all matters related to, arising out of, or
in connection with the subject matter hereof, including but not
limited to (i) your employment relationship with Intergraph
Corporation, including but not limited to any matters concerning
Intergraph as a successor to Fairchild Semiconductor, Inc., and (ii)
the termination of that relationship. This Agreement supersedes any
prior contracts, arrangements, or understandings, whether written or
oral, between you and Intergraph, including but not limited to the
February Agreement (which you and Intergraph hereby expressly agree
is terminated and of no further force or effect), with respect to
such matters.
7. Any controversy between you and Intergraph regarding the
construction or application of this Agreement, or a claim arising
out of or in connection with (i) this Agreement, (ii) a breach of
this Agreement, (iii) your employment relationship with Intergraph
or, to the extent Intergraph is implicated, your employment
relationship with Fairchild Semiconductor, Inc., or (iv) the
termination of your employment relationship with Intergraph or, to
the extent Intergraph is implicated, your employment relationship
with Fairchild Semiconductor, Inc. shall be submitted to arbitration
at the written request of either party. Such arbitration shall be
held under California Code of Civil Procedure Section 1280, et seq.,
as amended. Subject to proration of costs by the arbitrators, the
costs of arbitration, including but not limited to reasonable
attorneys' fees which are directly related to preparing for and
conducting the arbitration proceeding, shall be borne by the losing
party.
Understood, Acknowledged, and Agreed: Intergraph Corporation
------------------------------ --------------------------------
Howard G. Sachs John W. Wilhoite, Vice President
<PAGE>
CONFIDENTIAL
Schedule 2
Date Amount
---- ------
Separation Date Separation Amount multiplied by one-eighth (1/8),
less withheld taxes
April 1, 1994 Separation Amount multiplied by one-eighth (1/8),
less withheld taxes
July 1, 1994 Separation Amount multiplied by one-eighth (1/8),
less withheld taxes
October 1, 1994 Separation Amount multiplied by one-eighth (1/8),
less withheld taxes
January 1, 1995 Separation Amount multiplied by one-half (1/2),
less withheld taxes
<PAGE>
Howard G. Sachs
Calculation of Separation Payment
---------------------------------
Aggregate payment
-----------------
$3,579 per week x no. of weeks from January 1, 1994 through
February 8, 1996
# full weeks 1994 - 52
# full weeks 1995 - 52
# weeks in 1996 - 5.71
------
109.71
======
$3,579 per week x 109.71 weeks = $392,652.09 total aggregate
payment before tax withholding
Payment schedule
----------------
DATE AMOUNT
--------------- -----------
January 1, 1994 $392,652.09 x .125 = $ 49,081.51 before tax withholding
April 1, 1994 392,652.09 x .125 = 49,081.51 before tax withholding
July 1, 1994 392,652.09 x .125 = 49,081.51 before tax withholding
October 1, 1994 392,652.09 x .125 = 49,081.51 before tax withholding
January 1, 1995 392,652.09 x .50 = 196,326.05 before tax withholding
-----------
$392,652.09
===========
J. Wilhoite
1/5/94