Service Deed - Intergraph Asia Pacific Inc., Intergraph Corp. and Graeme John Farrell
INTERGRAPH ASIA PACIFIC Inc.
GRAEME JOHN FARRELL
THIS DEED is made on the 26th day of March, 1997
(1) INTERGRAPH ASIA PACIFIC Inc., whose registered office in
Sydney Australia is, 4th Floor 32 Walker Street North Sydney
(hereinafter called "the Company"); and
(2) INTERGRAPH CORPORATION whose offices are at One Madison,
Huntsville Alabama (hereinafter called "the Covenator");and
(2) GRAEME JOHN FARRELL of Apt 3A, Block 1, 61 South Bay Road,
Hong Kong (hereinafter called "the Employee").
(A) The Employee is currently employed in Hong Kong by a member
of the Group (as hereinafter defined).
(B) The Company is now a member of the Group which carries on the
Group's business in the Asia Pacific region.
(C) Due to a restructure of the Group, the Employee has been
requested to transfer to Australia from 1st July, 1997 and take up
employment with the Company.
(D) The Covenator has agreed to guarantee the Company's financial
obligations relevant to the Employee's appointment under this
(D) The parties wish to consolidate the Employee's terms and
conditions of employment as hereinafter provided.
WHEREBY IT IS AGREED as follows:
1.01 In this Deed, unless the context requires otherwise:
"Base Salary" means that part of the remuneration of the Employee
as is referred to in Clause 5;
"Group" means the Company, its parent company, Intergraph
Corporation and its subsidiaries and associated companies from
time to time and "member of the Group" shall be construed
"month" means calendar month.
1.02 References herein to Clauses are to clauses in this Deed
unless the context requires otherwise,
1.03 The headings are inserted for convenience only and shall not
affect the construction of this Deed.
1.04 Unless the context requires otherwise, words importing the
singular include plural and vice versa and words importing a
gender include every gender.
The Company will employ the Employee and the Employee will serve
the Company as Vice President, Business Operations & Finance,
responsible for Asia Pacific Operations, upon the terms and
conditions hereinafter appearing. The Employee shall perform his
services in Asia Pacific and shall be based in Sydney Australia on
commencement of employment under this contract from 1st July,
The Employee's appointment is effective from 1st July, 1997 and
shall continue until such time as this Deed is terminated by
either the Company or the Employee in accordance with the
provisions of Clause 10.
4. EMPLOYEE'S DUTIES
The Employee shall, during the continuance of his employment
(a) be based in Sydney Australia to serve the Company as Vice
President, Business Operations & Finance, Asia Pacific Region and,
in such capacity and in good faith, perform the duties and
exercise the powers from time to time assigned to or vested in him
by Intergraph Corporation;
(b) comply with and conform to any lawful instructions or
directions from time to time given or made by Intergraph
Corporation and faithfully and diligently serve the Company and
use his best endeavors to promote the business and interests
(c) devote himself exclusively and diligently to the business and
interests of the Company and personally attend thereto at all
times during, usual business hours and during such other times as
the Company may reasonably require except in case of incapacity
through illness or accident,
5. BASE SALARY
The base salary of the Employee shall be US$ 185,000 per annum
payable in 12 equal monthly installments. This salary shall be
reviewed by the Chief Financial Officer of Intergraph Corporation
from time to time and in any event, on each yearly anniversary
date from the commencement date of this agreement
The Employee shall be entitled to the following benefits subject
to determination by the Chief Financial Officer as to the
appropriate level of cost for each item:
(a) the use (whether for business or personal purposes) of a
motor car which is of a standard consistent with the position of
the Employee in the Company and the Company shall pay all running
costs associate with said motor car.
(b) provision of an education allowance for the two children of
the Employee (Caitlyn Alise & Lauren Rennie) whilst they are in
school in Sydney or University in Australia. Such allowance will
be equal to actual fee cost by the relevant institution. This
provision is subject to a maximum of US$9,000 per child, however
reasonable increase to this maximum will be allowed in future
years (commencing 1998) as a result of inflationary increases from
the relative educational institution. This provision shall only
apply to high school and first degree for both children of the
(c) provision of Australian insurance cover for medical, hospital
and dental costs of the Employee, Employee's wife and two children
whilst they are dependent on the Employee.
(d) telephone, fax/data service in the residence of the Employee
at the expense of the Company;
(e) assistance for Ernst & Young in the preparation of the
Employee's 1998 Australian tax return;
(f) participation in the Company's superannuation plan subject to
the terms and conditions of such scheme from time to time in
force; However, the Company contribution shall commence at 8%
which is consistent with the level of contribution currently made
in respect of the Employee's employment in Hong Kong.
The Company shall reimburse the Employee (against receipts) for
all expenses properly incurred in the course of his employment
hereunder or in promoting or otherwise in connection with the
business of the Company including without limitation, business
meals, entertainment, hotel, traveling and out-of-pocket expenses.
The Employee shall be entitled after completion of each year of
service with the Company to [four (4) weeks] leave (excluding
public holidays) with full pay, which leave shall be taken at such
time or times as may be convenient to the Chief Financial Officer
having regard to the exigencies of the Company's business. Any
untaken leave up to a maximum of four weeks shall accrue to the
Employee year to year and shall be included in calculation of any
termination payment should the Employee's services be terminated
either by the Company or Employee.
10.1 Subject to Clause 10.3 hereof, the Employee's employment
hereunder may be determined at any time by either party giving to
the other not less than three (3) months' prior written notice or
forthwith upon payment of not less than three (3) months' Base
Salary in lieu of notice.
10.2 If the Company terminates the employment of the Employee by
reason of his position being made redundant, or if the Employee
tenders his resignation by reason of one or more of the following
(a) if the Employee is required by the Company to carry out or
perform duties which are fundamentally different in nature to the
duties which are contemplated by this Deed whether expressly or by
(b) if the Company proposes to relocate the Employee on a
permanent basis to a location outside of Sydney, Australia and the
Employee is unwilling to accept the proposed relocation location;
(c) if the Employee is given a title or position in the Company
or of any company in the Group which can reasonably be regarded as
a demotion; or
(d) if the Company commits any act which will amount to
constructive dismissal of the Employee by the Company under common
(e) any other action taken by the Company calculated to
terminate or might have the effect of terminating this Deed
without consent of the Employee.
then, the Company shall, pay the Employee a sum calculated in
accordance with the following formula:
(A *2) x B
"A" is the monthly Base Salary of the Employee applicable at the
time of termination;
"B" is the number of calendar years of service (or part thereof)
of the Employee with the Group, which is subject to a maximum of
10.3 If at any time during the term of his employment hereunder
the Employee shall be guilty of or commit any serious misconduct
which in the opinion of Intergraph Corporation is in
any way detrimental to the interests of the Company or shall be in
breach of any of the terms of this Deed or shall commit any act of
bankruptcy or become insolvent or make any arrangements or
composition with his creditors generally or become through mental
disorder incapable of managing his own affairs or fail to pay his
personal debts or shall be guilty of persistent insobriety or be
convicted of any criminal offence involving his integrity or
honesty the Company may determine the Employee's employment -
hereunder forthwith without any notice or payment in lieu of
notice and upon such determination the Employee shall not be
entitled to any bonus or any payment whatsoever (other than salary
actually accrued due and payable, accrued annual leave and
superannuation ) for or in respect of the then current year of
service or to claim any compensation or damages for or in respect
of or by reason of such determination.
11. EMPLOYEE'S UNDERTAKINGS
The Employee shall not either during the continuance of his
employment hereunder divulge to any person whomsoever or to any
body corporate or unincorporated and shall use his best endeavours
to prevent the unauthorised publication or disclosure of any trade
secret or any confidential information concerning the business or
finances of any member of the Group or any of its dealings,
transactions or affairs which may come to his knowledge during or
in the course of his employment.
Subject to clause 4 herein, the Company, jointly and severally
with the Covenator, shall financially indemnify the Employee in
the event of any litigation or claims against Directors of the
Company or any Group company of the Covenator of which the
Employee is a Director. The Employee shall be protected
financially from any actions against any Board of the Group
whether during the currency of this Deed or for Seven (7) years
subsequent to the Employee's termination under this Deed.
Financial indemnity shall be inclusive of any legal costs incurred
by the Employee in defense of litigation against the Employee in
consequence of his being, or having been , a Director of any
Company in the Group.
13.01 This Deed shall be in substitution for any subsisting
agreement or arrangement (oral or otherwise) made between the
Company and the Employee which shall be deemed to have been
terminated by mutual consent as from the date on which this Deed
13.02 The expiration or termination of this Deed howsoever
arising shall not operate to affect such of the provisions hereof
as in accordance with their terms are expressed to operate or have
13.03 In the event of any variation of the remuneration
payable to or other benefits made available to the Employee
hereunder being made by consent of the parties hereto such
variation shall not constitute a new agreement but (subject to any
express agreement to the contrary) the employment of the Employee
hereunder shall continue subject in all respects to the terms and
conditions of this Deed with such variation as aforesaid.
13.04 Each notice, demand or other communication given or made
under this Deed shall be in writing and delivered or sent to the
relevant party at its address set out below (or such other address
or telex number or fax number as the addressee has by five (5)
days' prior written notice specified to the other party):
To the Company : Intergraph Asia Pacific Inc.
4th Floor, 32 Walker Street
North Sydney, Australia.
To the Employee : Graeme John Farrell
15A West Crescent Street
Sydney Australia 2060
(effective from 1st July,97)
Any notice, demand or other communication so addressed to the
relevant party shall be, deemed to have been delivered (a) if
given or made by letter, when actually delivered to the relevant
address; and (b) if given or made by fax, when despatched.
13.05 If at any time any provision of this Deed is or becomes
illegal, invalid or unenforceable in any respect, the legality,
validity and enforceability of the remaining provisions of this
Deed shall not be affected or impaired thereby,
13.06 This Deed shall be governed by and construed in
accordance with the laws of New South Wales, Australia and the
parties hereby irrevocably submit to the non-exclusive
jurisdiction of Australian courts.
IN WITNESS WHEREOF this Deed has been executed on the day and year
first above written.
SIGNED for and on behalf of
INTERGRAPH ASIA PACIFIC Inc.
By /s/ Larry J. Laster
in the presence of:- /s/ Donna L. Lynch
SIGNED for and on behalf of
By /s/ Larry J. Laster
In the presence of /s/ Donna L. Lynch
SIGNED by /s/ Graeme John Farrell
GRAEME JOHN FARRELL
in the presence of:- /s/ Randolph H. Myers
Randolph H. Myers