Employment Agreement - Intergraph France SA and Manfred Wittler
CONTRACT OF EMPLOYMENT
VICE PRESIDENT SALES AND SUPPORT
The undersigned:
Intergraph France S.A.
whose registered office is at:
95-105, Rue des Solets, 94653 Rungis Cedex, France
referred to hereafter as Intergraph, and
Dr. Manfred Wittler
referred to hereafter as Mr. Wittler.
HAVE AGREED AS FOLLOWS
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1. APPOINTMENTS
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As from April 1, 1991 Intergraph engages Mr. Wittler in the
position of Vice President Sales and Support for the Republic
of France for the part of his time not covered under the
agreement between Intergraph European Manufacturing B.V. and
Mr. Wittler and the agreement between Intergraph (Deutschland)
GmbH and Mr. Wittler and the conditions hereinafter set out.
Mr. Wittler declares to be free of any engagement to another
employer with the exception of the two (2) mentioned above.
2. FUNCTIONS
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The function of Mr. Wittler will include:
That he carries out the expected role related to above
position in a professional manner reflecting the
responsibility of the post and that he acts as surveyor of the
Managing Director ensuring Intergraph meets its statutory
obligations and such management complies with the policies and
directives established by Intergraph Corporation of
Huntsville.
Mr. Wittler reports directly to the President of Intergraph
Corporation.
3. REMUNERATION
------------
Intergraph will pay Mr. Wittler a gross annual salary in the
amount of FFR 240,000 (two hundred and forty thousand French
Francs) to be paid in 12 equal monthly installments which are
due on the last day of each month. Payment of the
remuneration shall satisfy all claims for overtime and extra
hours pay and includes a fixed amount for commissions on
Intergraph sales in France of FFR 72,000.
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4. POLICIES AND PROCEDURES
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Mr. Wittler will be required to adhere to company policies and
procedures at all times during his employment with Intergraph.
5. EXPENSES
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Intergraph will reimburse Mr. Wittler for reasonable and
actual business expenses incurred in the execution of his
position, in accordance with Intergraph policies and
procedures. All claims must be substantiated and properly
recorded.
6. VACATION ENTITLEMENT
--------------------
Mr. Wittler's vacation rights under this Agreement are
included in the 25 vacation days as mentioned in the agreement
between Intergraph European Manufacturing B.V. and Mr.
Wittler.
7. CONFIDENTIALITY
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Both during and after the currency of this Agreement Mr.
Wittler shall treat as confidential all information with
respect to the business and the interests of Intergraph and/or
its affiliates and its parent company which has come to his
knowledge during the performance of his duties. He will make
restitution to Intergraph of all documents concerning
Intergraph in his possession at the end of his employment with
Intergraph. (for example lists, sketches, notes, drafts,
prints etc. and copies of all these documents.)
8. COMPETITION
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In the event of the termination of this Agreement by either
party, Mr. Wittler agrees not to associate himself in any
manner, whether direct or indirect, with any company,
organization or selfemployment operating in direct competition
with Intergraph Corporation or its affiliates for a period of
six (6) months following that termination provided that
Intergraph compensates Mr. Wittler in accordance with article
3 of this Agreement for those 6 months.
9. STOCKHOLDING
------------
Mr. Wittler is required to declare all existing and future
controlling stockholding interests by himself, or immediate
family, in any company or organization operating in direct
competition with Intergraph or its affiliates.
10. OTHER EMPLOYMENT
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Mr. Wittler is not permitted to enter into any form of
additional employment and/or side activities whilst this
contract is in force except with any other Intergraph
affiliate in Europe, without the express written permission of
his immediate manager.
11. CURRENCY AND TERMINATION
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This Agreement may be terminated by either party per the end
of a month with six (6) months written notification.
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12. ILLNESS OR ACCIDENT
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If, because of illness or accident, Mr. Wittler is not able to
perform his duties, he must so inform Intergraph as soon as
possible.
During the first 12 month of Mr. Wittler's incapacity of work
Mr. Wittler shall receive his monthly fixed remuneration in
the amount of FFR 20,000 (twenty thousand French Francs).
Intergraph is not bound to make any further payment.
If and in so far with regard to illness or an accident of
which Mr. Wittler is a victim Mr. Wittler has a claim against
one or more thirds for damage for lost wages, Intergraph shall
not be under an obligation to make payments to Mr. Wittler.
In that case, Intergraph is bound to make these payments to
Mr. Wittler by way of advance payment of damages. Mr. Wittler
is to assign unto Intergraph his claim of damages to the
amount of advance payments. Intergraph shall deduct the
amount of the advance payments from the damages.
13. ASSISTANCE
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Mr. Wittler acknowledges his responsibility to ensure that he
remains socially insured in Germany, also for income earned
from non German Intergraph subsidiaries. In this respect Mr.
Wittler can expect guidance from both Ernst & Young in Paris
and the Intergraph European Tax Department in Hoofddorp, The
Netherlands, but Intergraph can not accept any liability for
Mr. Wittler's non compliance with any legal requirement in
this respect.
14. GENERAL
-------
This contract of employment supersedes any previous agreement,
oral or written, between Mr. Wittler and Intergraph
Corporation or any of its subsidiaries in respect of the
subject matter hereof except the agreement between Intergraph
European Manufacturing B.V. and Mr. Wittler as well as the
agreement between Intergraph (Deutschland) GmbH and Mr.
Wittler. No change of the provisions of this Agreement shall
be binding unless in writing and signed by both parties.
15. PENSION/SOCIAL SECURITY
-----------------------
Mr. Wittler has joined both the company pension plan of
Intergraph (Deutschland) GmbH and the German social security
system as outlined in the agreement between Intergraph
(Deutschland) GmbH and Mr. Wittler and therefore Mr. Wittler
has no pension rights or social security rights under this
Agreement.
16. GOVERNING LAWS
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This Agreement will be subject to French law and Regulation of
Employment.
For and on behalf of
Intergraph France S.A.
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Mr. Jimmy Oebel Dr. Manfred Wittler
Date: April 18, 1991 Date: April 18, 1991
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