Offshore Employment Contract - Intergraph Corp. and Allan B. Wilson
OFFSHORE EMPLOYMENT CONTRACT
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THIS AGREEMENT is made the 3rd day of May, 1995, BETWEEN
INTERGRAPH CORPORATION, whose registered office is One Madison
Industrial Park, Huntsville, Alabama, USA 35807 (hereinafter
called "the Company") of the one part and ALLAN B. WILSON of
Room 901-910 Tai Yau Building, 181 Johnston Road, Wanchai,
Hong Kong (hereinafter called "the Employee") of the other
part.
WITNESSETH:
WHEREAS the Company is desirous of employing the Employee as
an Executive Vice President in the Asia Pacific Region and the
Employee is desirous of being so employed.
NOW, THEREFORE, in consideration of the mutual premises and
convenants herein contained, the parties hereto agree as
follows:-
(1) The Company shall employ the Employee and the Employee
shall serve the Company as an Executive Vice President in
the Asia Pacific Region and elsewhere as required by the
Company upon the terms and conditions hereinafter
contained.
(2) Subject as hereinafter provided the employment hereunder
shall commence on the 22nd day of May, 1995 will continue
until terminated accordance with clause 8 hereunder.
Throughout the course of this Agreement the Employee shall
be based in and render his service in the Asia Pacific
Region.
(3) Remuneration: The Employee shall be
entitled by way of remuneration for his
services hereunder to a salary of
US$79,040.00 per annum (or such higher
rate as may from time to time be agreed
between the parties or determined upon and
notified to the Employee by the Company).
Such salary shall accrue from day to
day and shall be payable by equal monthly
instalments not later than the
penultimate working day of each month in
United States dollars or mutually agreed
equivalent.
(4) Reporting to: James Meadlock, Chairman
and CEO, Intergraph Corporation.
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Offshore Employment Contract Page 1 of 3
-Allan B. Wilson
(5) Performance &
Salary Review: Your performance will be
reviewed on a regular basis and salary
will be reviewed on an annual basis after
the initial year of service.
(6) Relocation: The Company will pay for
the airfares for Employee and his family
to locate from U.S.A. to Hong Kong
(airfares at first class).
The Company will reimburse Employee for the
cost of relocating Employee's household goods
and chattels from the U.S.A. (by sea freight)
to Hong Kong.
Upon termination of this agreement
the Company will reimburse for relocating
Employee's household goods and chattels to
U.S.A. (by sea freight). Additionally,
the Company will pay for airfares (first
class) repatriation for Employee and his
family from Hong Kong to U.S.A.
(7) Home Leave: Two business class tickets,
or equivalent, from Hong Kong to USA and
return will be provided by the Company for
Employee and his family every calendar
year of service in Hong Kong under this
agreement.
(8) Termination
of Service: Notice of termination of
this Agreement may be given by either
party for any reason whatsoever subject to
the Company giving the Employee two (2)
months' notice of termination in writing
or the Employee giving the Company two (2)
months' notice of termination in writing.
(9) Personal
Taxation: It is agreed and understood that
you will be required to file your own tax
return in Hong Kong and will be
responsible for payment of any resultant
Hong Kong tax.
It is also agreed that you will be
responsible for the payment of any taxes
required by the United States Government.
The Company will reimburse Employee for
reasonable costs associated with professional tax
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Offshore Employment Contract Page 2 of 3
-Allan B. Wilson
advice provided by Westpro in respect of
preparation of Employee's U.S. income tax return.
(10) Annual Leave: 20 working days vacation
will accrue to the Employee upon
completion of each year's service from the
commencement date of this Agreement. The
annual leave under this Agreement shall
run concurrently with annual leave
provided to the Employee under the
separate Employment Agreement for the
Employee's services to be rendered in Hong
Kong. The aggregate of remuneration under
the two aforesaid Employment Agreements
shall be applicable in respect of annual
leave.
(11) This Agreement shall be governed by and construed in
all respects in accordance with the laws of United States.
IN WITNESS whereof this Agreement has been entered into the
day and year first above written.
SIGNED by SIGNED BY the said
on behalf of ALLAN B. WILSON
INTERGRAPH CORPORATION
/s/ Graeme Farrell /s/ Allan B. Wilson
------------------------ ----------------------
Graeme Farrell
Vice-President
Witness:
Signature:
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Offshore Employment Contract Page 3 of 3
-Allan B. Wilson
EMPLOYMENT AGREEMENT
OF
ALLAN B. WILSON
---------------
THIS EMPLOYMENT AGREEMENT ("Agreement") is hereby entered
into between INTERGRAPH ASIA PACIFIC LIMITED ("Employer") and
ALLAN B. WILSON ("Employee").
WHEREAS, the Employer is currently engaged in a business
that requires the assistance of individuals with Employee's
executive qualifications, skills and experience, and
WHEREAS, the Employer desires to procure the services of
Employee and Employee is willing to enter into the employ of
the Employer upon the terms and subject to the conditions set
forth herein, and
WHEREAS, the parties believe it is in their mutual
interest to address in this Agreement certain of their rights
and responsibilities arising out of such employment
relationship and other important considerations addressed
herein.
NOW THEREFORE, for adequate consideration and intending
to be legally bound, the Employer hereby employs Employee, and
the Employee hereby accepts such employment with the Employer,
upon the following terms and conditions:
Position: Executive Vice President
Commencement
Date: The commencement date of this agreement shall
be May 22, 1995
Reporting to: James Meadlock, Chairman and CEO, Intergraph
Corporation
Salary: Equivalent Annual Salary to be ONE HUNDRED
AND EIGHTEEN THOUSAND FIVE HUNDRED AND SIXTY
US Dollars (US$118,560), payable monthly in
arrears.
Living and
Accommodation: A suitable furnished apartment will be
provided Employee and his family for living
and accommodation in Hong Kong during the
currency of this agreement.
Page 1 of 3
The Company shall assist Employee to find
accommodation and will provide directly to a
landlord any deposits (refundable to The
Company) that are required under Lease for an
apartment and also pay any associated agency
and legal costs.
The Company will pay for utilities including
gas, electricity, water and phone the Company
will provide all refundable deposits related
to connection of said utilities provided that
deposits are held in the Company's name.
Annual Leave: 20 days vacation will accrue to Employee upon
completion of each year's service from the
commencement date of this agreement.
Insurance: Coverage for Employee and his family
(resident in Hong Kong) for medical, dental
and hospital expenses.
Performance and
Salary Review: Employee's performance will be reviewed on a
regular basis and Employee's salary will be
reviewed on an annual basis after the initial
year of service.
Business
Expenses: Employee's business expenses such as
travel, meals, hotel accommodation and
business telephone calls will be reimbursed
to Employee by the Company upon submission of
the appropriate expense reports with required
receipts in accordance with Company Policy.
Employee will be subject to all Asia-Pacific
regional policies and procedures.
Termination: Notice of termination of this employment
agreement may be given by either party by the
giving of two (2) months' notice to the other
party and grounds for termination may be for
any reason whatsoever.
Personal
Taxation: It is agreed and understood that
Employee will be required to file own tax
return in Hong Kong and will be responsible
for payment of any resultant Hong Kong tax.
It is also agreed that Employee will be
responsible for the payment of any personal
taxes required by the United States
Government.
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Governing Law: This agreement shall be governed by and
construed in all respects in accordance with
the Laws of Hong Kong.
EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT IN ITS
ENTIRETY AND HEREBY AGREES TO BE BOUND BY ITS TERMS.
IN WITNESS WHEREOF, for consideration the adequacy of which is
hereby acknowledged and intending to be legally bound, the parties
hereto have caused this Agreement to be executed on the date
below written.
Signed for and on behalf of Accepted by the said
INTERGRAPH ASIA PACIFIC LTD Allan B. Wilson on 3 day
of May, 1995.
/s/ Graeme Farrell /s/ Allan B. Wilson
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Graeme Farrell
Vice President
Witness:
Signature:
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