Employment Agreement - Intergraph Corp. and Manfred Wittler
[INTERGRAPH LETTERHEAD]
11-008
CONTRACT OF EMPLOYMENT
EXECUTIVE VICE PRESIDENT SALES AND SUPPORT
The undersigned:
Intergraph Corporation
whose registered office is at:
CORPORATE HEADQUARTERS
HUNTSVILLE, ALABAMA 35894
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 October 1, 1994 Intergraph engages Mr. Wittler
in the position of Executive Vice President Sales and
Support for the Americas for the part of his time not
covered under the agreements between Mr. Wittler and
Intergraph European Manufacturing LLC, Intergraph
(Deutschland) GmbH and Intergraph France S.A. under
the conditions hereinafter set out.
Mr. Wittler declares to be free of any engagement to
another employer with the exception of the three (3)
mentioned above.
2. FUNCTIONS
---------
The functions of Mr. Wittler will include:
That he carries out the expected role related to
the above in a professional manner reflecting the
responsibility of the post, and that he acts as the
surveyor of the Region and Country Management 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 Chief
Executive Officer of Intergraph Corporation.
3. PLACE OF WORK
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Mr. Wittler will work at the Intergraph office in
Huntsville and where ever it may be necessary in the
assigned territory.
4. TERRITORY
---------
The area assigned to Mr. Wittler includes:
North, Central and South America.
5. REMUNERATION
------------
Intergraph will pay Mr. Wittler a gross annual
salary in the amount of two hundred thousand Deutsch
Marks (200,000 DM ($133,640)) to be paid in a lump sum
at the beginning of each calendar year. Payment of
the remuneration shall satisfy all claims for overtime
and extra hours and includes a fixed amount for
commissions on Intergraph sales in the Americas of
60,000 DM ($40,090).
6. EXPENSES
--------
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.
7. VACATION ENTITLEMENT
--------------------
In addition to the public holidays Mr. Wittler
will be entitled to 25 days paid leave per annum as
mentioned in the agreement between Mr. Wittler and
Intergraph European Manufacturing LLC.
8. CONFIDENTIALITY
---------------
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.
9. COMPETITION
-----------
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 or organization or self-employment
operating in direct competition with Intergraph
Corporation or its subsidiaries for a period of six
(6) months following that termination provided that
Intergraph compensates Mr. Wittler in accordance with
article 5 of this agreement for those six (6) months.
10. STOCKHOLDING
------------
Mr. Wittler is required to declare all existing
and future stockholding by himself, or immediate
family, on any company or organization operating in
direct competition with Intergraph or its affiliates.
11. OTHER EMPLOYMENT
----------------
Mr. Wittler is not permitted to enter into any
form of additional employment whilst this contract is
in force without the express written permission of the
Chief Executive Officer of Intergraph.
12. CURRENCY AND TERMINATION
------------------------
This Agreement may be terminated by either party
per the end of a month with six (6) months written
notification. Upon involuntary termination on the
part of Intergraph, Intergraph will provide six (6)
months severance pay.
13. ILLNESS OR ACCIDENT
-------------------
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 months of Mr. Wittler's
incapacity of work Mr. Wittler shall receive his
monthly fixed remuneration in the amount of US$ 11,140
(eleven thousand one hundred forty dollars).
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 payment 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.
14. ASSISTANCE
----------
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 Alabama and the
Intergraph Corporate Tax Department in Huntsville, but
Intergraph can not accept any liability for Mr.
Wittler's non compliance with any legal requirement in
this respect.
15. 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 matter here of except the
agreement between Intergraph European Manufacturing
LLC and Mr. Wittler, Intergraph (Deutschland) GmbH and
Mr. Wittler as well as the agreement between
Intergraph (France) S.A. and Mr. Wittler.
No change of the provisions of this Agreement
shall be binding unless in writing and signed by both
parties.
16. PENSION/SOCIAL SECURITY
-----------------------
Mr. Wittler has joined both the company pension
plans 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 under
this Agreement.
17. GOVERNING LAWS
--------------
This Agreement will be subject to United States
of America Law and Regulations of Employment
For and on behalf of
Intergraph Corporation
/s/ Larry Laster
---------------------------- ------------------------
Mr. Larry Laster Dr. Manfred Wittler
Executive Vice President Executive Vice President
Date: 10/1/94 Date:
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3
INTERGRAPH
---------- Confidential
Office of the Vice President Memorandum
----------------------------------------------------------------------------
Ref.: 03-034
Date: May 27, 1994
To: Manfred Wittler
Copy: Jim Meadlock Manfred Wittler Personnel File
From: Jeff Heath
Subject: Extension Of Your Netherlands Contract
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With reference to the Contract between yourself and Intergraph
European Manufacturing BV, effective November 1, 1989, and
subsequently assigned to Intergraph European Manufacturing LLC,
the aforementioned contract is hereby extended from November 1,
1994 until October 31, 1997, under the same terms and conditions
as the original contract with the following changes:
1. Your new title is "Executive Vice President Sales and
Support Americas and Europe.
2. You report to the Chief Executive Officer.
3. Your remuneration is as defined in the yearly Compensation
Package approved by the Chief Executive Officer.
Approved on May 24, 1994, Hoofddorp, The Netherlands
/s/ Jeffrey P. Heath /s/ Manfred Wittler 5/27/94
----------------------------- -------------------- --------
Jeffrey P. Heath Manfred Wittler Date
Vice President Business Operations Executive Vice President
and Finance, Europe and Mid-World Sales and Support
Managing Director Intergraph Europe Americas and Europe
LLC