{"id":39286,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-intergraph-corp-and-john-w-wilhoite.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-intergraph-corp-and-john-w-wilhoite","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-intergraph-corp-and-john-w-wilhoite.html","title":{"rendered":"Employment Agreement &#8211; Intergraph Corp. and John W. Wilhoite"},"content":{"rendered":"<pre>                      EMPLOYMENT AGREEMENT\n                      --------------------\n\n      This  Agreement is made and entered into as of  August  23,\n1999,  by  and between INTERGRAPH CORPORATION (the \"Company\")  and\nJOHN W. WILHOITE (the \"Employee\").\n\n                           RECITALS:\n                           ---------\n      The  Company desires to continue to employ the Employee  as\nExecutive  Vice  President  and Chief Financial  Officer  of  the\nCompany and the Employee desires to continue employment in such \ncapacity all on the terms set forth herein.\n\n                           AGREEMENT:\n                           ----------\n      NOW,  THEREFORE, in consideration of the premises  and  the\nmutual agreements hereinafter set forth, the Company agrees  with\nEmployee, and Employee agrees with Company, as follows:\n\n     1.   Definitions.\n\n          1.1       \"Cause\" means (i) conduct amounting to fraud,\nembezzlement or misappropriation; (ii) the material breach by the\nEmployee  of  this  Agreement; or (iii)  engaging  in  activities\nprohibited hereunder.\n\n\n     2.  Terms of Employment; Duties.\n\n          2.1       The Company employs the Employee as Executive Vice\nPresident and Chief Financial Officer of the Company and the Employee\naccepts such employment in those capacities subject to the  terms\nand  conditions  hereof.  In such position,  Employee  shall  (i)\ncontinue to perform substantially the functions and operate  with\nthe  authority  as his current functions and authority  with  the\nCompany, reporting directly to the Chief Executive Officer of the\nCompany;  and (ii) have such managerial and executive duties  and\nresponsibilities with respect to the business of the  Company  as\nthe  Company  shall determine from time to time, consistent  with\nclause (i) of this Section 2.1 and with his current position  and\ncurrent authority.\n\n          2.2       Throughout his employment hereunder, the Employee shall\ndevote sufficient time, energy and skill to perform the duties of\nhis  employment  (vacations, reasonable personal  time  off,  and\nreasonable  absences due to illness excepted),  shall  faithfully\nand  industriously perform such duties, and shall  use  his  best\nefforts  to  follow  and  implement all management  policies  and\ndecisions of the Company.\n\n          2.3       This agreement is being consummated subsequent \nto a decision within Intergraph to significantly verticalize the\norganization.  This verticalization will significantly change the\nreporting structure in the Company, including the reporting \nstructure to the CFO.  Much of the current financial and\nadministrative manpower will be allocated to the vertical units, \nhowever the requirement to maintain overall financial control and \nreporting will remain with the CFO.  During this transition, the \nCFO may be required to not only act as Intergraph's CFO, but also\nact in the lead capacity for financial and administrative control in\none or more of the vertical units.       \n\n\n     3.        Compensation.\n\n          3.1       For his services hereunder, the Company shall pay to\nEmployee an annual salary at the rate, effective the date of this\nAgreement,  of one hundred eighty-two thousand dollars ($182,000),\nwith appropriate merit and cost of living  increases annually  \nthereafter.  Such salary shall be  paid  in  accordance\nwith  the payroll payment practices of the Company from  time  to\ntime and shall be subject to such deductions and withholdings  as\nare  required by law or as may be permitted by the terms of  this\nAgreement or by Employee's written consent.\n\n          3.2       Employee shall be entitled to paid vacation during each\ntwelve  (12)  month period during the term of this  Agreement  in\naccordance  with  Company policy, plus all Company  holidays  and\npersonal time consistent with Employee's position.\n\n          3.3       The Employee shall be entitled to Company-paid health\ninsurance under the Company's health insurance plan and all other\nstandard  employee  benefits offered from time  to  time  by  the\nCompany,  and  to stock options under the Company's stock  option\nplans  as  determined  by the Administrative  Committee  of  such\nplans.\n\n          3.4       The Employee shall not be entitled to receive any\ncompensation in addition to that set forth in this Section 3  for\nany  services  provided  by him in any capacity  to  the  Company\nunless agreed to by the Company.\n\n     4.        Term and Termination of this Agreement.\n\n          4.1       The term of this Agreement shall commence as of the\ndate  hereof  and  shall  end on August  12,  2002,  with  annual\nrenewals  thereafter  as  mutually agreed  by  Employee  and  the\nCompany.  No later than ninety (90) days prior to the end of  the\ninitial term hereof, the Company shall notify the Employee as  to\nits intent to renew this Agreement at the end of the term.\n\n          4.2       This Agreement and Employee's employment hereunder may\nbe  terminated (a) by the Employee upon not less than thirty (30)\ndays  notice;  (b)  by mutual agreement of the Employee  and  the\nCompany;  (c) by the Company immediately for Cause;  (d)  by  the\nCompany  without Cause upon not less than sixty (60) days notice;\n(e)   upon  the  death  of  Employee;  or  (f)  by  the  Employee\nimmediately  upon breach of this Agreement by the Company.   This\nAgreement   shall,   at  the  option  of  Employee,   be   deemed\nautomatically terminated by the Company without cause pursuant to\nSection 4.2(d), upon written notice to the Company by Employee of\nthe  exercise of such option by Employee, (a) in the event of the\nmerger  or  consolidation of the Company with or into  any  other\nentity or entities other than any merger or consolidation of  the\nCompany effected solely for the purpose of changing the corporate\ndomicile  of  the Company; (b) in the event that  any  person  or\nentity, acting directly or indirectly, shall acquire in a  single\ntransaction or a series of related transactions, more than  fifty\npercent  (50%)  of the outstanding capital stock of  the  Company\nother  than  any  temporary  acquisition  by  an  underwriter  or\ninvestment  banking  organization in  connection  with  a  public\noffering of capital stock by the Company; (c) in the event of the\nsale  or  other disposition of substantially all of the operating\nassets  of  the  Company; (d) in the event of any other  material\nrecapitalization, reorganization, restructuring, refinancing,  or\nchange  of  ownership  of the Company, not  contemplated  by  the\nprovisions  of  clauses (a) through (c) above if any  such  other\nrecapitalization, reorganization, restructuring, refinancing,  or\nchange  of  ownership will result in a change of  control  of  at\nleast fifty percent (50%) of the outstanding voting stock of  the\nentity  controlling  the  business  of  the  Company  after  such\ntransaction;  (e) in the event Employee's position is  eliminated\nor   his  current  level  of  responsibility  and  authority   is\nmaterially     reduced,    whether    through     reorganization,\nverticalization, or similar changes or for any other reason,  and\nwhether such change is initiated by the Management Committee,  by\nthe  CEO,  or  by the Board of Directors; (f) in  the  event  the\nManagement  Committee by majority vote determines to  reduce  the\nsalary  or  benefits of Employee or to eliminate his position  or\nreduce  the responsibility and authority of Employee as described\nin  (e) above, whether or not such vote is accepted by the CEO or\nby  the Board of Directors.  Employee must exercise his option to\nhave  this  Agreement  deemed  automatically  terminated  by  the\nCompany  without Cause within thirty (30) days after the date  on\nwhich  Employee is notified of such event or the date such  event\noccurs, at the discretion of the Employee.\n\n          4.3       Upon the termination of this Agreement and Employee's\nemployment   hereunder,  the  Company  shall  have   no   further\nobligation   to  the  Employee  or  his  personal  representative\nhereunder  except  for  payment  of  salary  earned  through  the\neffective  date  of termination, plus in the case of  termination\npursuant  to Section 4.2(d) or 4.2(f), the payments and  benefits\nrequired by Section 5 below.\n\n          4.4    Upon the termination of this Agreement and the Employee's\nemployment hereunder, the Company will fully and forever  release\nand  discharge the Employee from any claims, damages, and  causes\nof  action they may have against him and covenant not to  sue  or\notherwise  institute a cause of action or in any way  participate\nin  legal  or  administrative proceedings against  the  Employee,\nexcept  as  may  be  required  by  law,  including  any  and  all\nliabilities, claims, demands, contracts, debts, obligations,  and\ncauses of action of every nature, kind, and description, in  law,\nequity,  or  otherwise, whether or not now known or  ascertained,\nwhich  heretofore do or may exist.  Nothing herein  will  release\nthe  Company from their obligation to indemnify the Employee  for\nany actions taken or not taken in his capacities as an Officer of\nthe  Company  and  an officer and\/or Director  of  the  Company's\nsubsidiary  companies in accordance with Alabama law and  Company\npolicy.\n\n     5.        Termination Payment.  In the event this Agreement and\nEmployee's employment hereunder is terminated pursuant to Section\n4.2(d)  or 4.2(f), the Company shall pay to Employee, in addition\nto  salary  earned through the termination date as  described  in\nSection  4.3, an amount equal to fifty-two (52) times  the  then-\ncurrent  weekly  compensation of the Employee,  payable,  at  the\noption of the Employee, in twelve (12) monthly installments or in\na  lump  sum,  and any other financial obligations  owed  to  the\nEmployee  upon  involuntary separation  under  Company  sponsored\nbenefit plans or programs, including ERISA plans, in existence at\nthe  time  of  separation, and will fully vest all then  unvested\nstock  options  of the Employee. In addition, the  Company  shall\ncontinue  to provide the Employee and his dependents Company-paid\nhealth  insurance and all other employee benefits  for  fifty-two\n(52) weeks from the date of separation.\n\n     6.         Notice.  All notices, requests, demands and other\ncommunications required hereunder shall be in writing  and  shall\nbe  deemed to have been duly given if personally delivered or  if\nmailed, by United States certified or registered mail, prepaid or\nif  sent  by  overnight courier such as Federal  Express  postage\nprepaid  to  the  party  to which the same  is  directed  at  the\nfollowing  addresses (or at such addresses as shall be  given  in\nwriting by the parties to one another):\n\nIf to Company:\n\n     Intergraph Corp.\n     Attn:  James W. Meadlock, Chief Executive Officer\n     Huntsville, Alabama  35894\n\nIf to Employee:\n\n     Mr. John W. Wilhoite\n     7707 Foxfire Drive\n     Huntsville, AL  35802\n\n\nNotices   delivered  in  person  or  sent  by  cable,   telegram,\ntelecopier  or  telex or by prepaid overnight  carrier  shall  be\neffective on the date of delivery.  Notices delivered by mail  as\naforesaid  shall  be  effective  upon  the  third  calendar   day\nsubsequent to the postmark date thereof.\n\n     7.        Miscellaneous.\n\n          7.1       This Agreement may be assigned by the Company only with\nthe  consent of the Employee (and shall inure to the  benefit  of\nany  such assignee) in connection with any transfer of assets  or\ncapital  stock  of  the Company (including any such  transfer  by\nmerger,  consolidation, operation of law or otherwise); provided,\nthat  as  a  condition  to  any such  assignment  (including  any\nassignment   by  merger,  consolidation,  transfer   of   assets,\noperation  of  law  or otherwise) the Company shall  require  the\nassignee,  by  agreement  in form and substance  satisfactory  to\nEmployee,  to  expressly assume the obligations  of  the  Company\nhereunder.   Except as set forth above, none of  the  undersigned\nparties  shall  have the right to assign this Agreement,  or  any\ninterest  under this Agreement (whether by operation  of  law  or\notherwise), without the prior written consent of the other party,\nwhich  consent shall not be unreasonably withheld. The waiver  by\neither  party of any breach of this Agreement by the other  party\nshall  not  be  effective unless in writing, and no  such  waiver\nshall  constitute the waiver of the same or another breach  on  a\nsubsequent occasion.\n\n          7.2       This Agreement shall be governed by and construed in\naccordance with the laws of the State of Alabama.\n\n          7.3       This Agreement embodies the entire agreement of the\nparties  hereto  relating  to  the subject  matter  hereof.  This\nAgreement  may  not  be  modified in any way  unless  by  written\ninstrument signed by all of the parties hereto.\n\n          7.4       The invalidity of any one or more of the words,\nphrases,  sentences,  clauses  or  sections  contained  in   this\nAgreement  shall not affect the enforceability of  the  remaining\nportions of this Agreement or any part thereof, all of which  are\ninserted conditionally on their being valid in law, and,  in  the\nevent  that any one or more of the words, phrases, sentences,  or\nclauses  contained  in this Agreement shall be declared  invalid,\nthis  Agreement  shall be construed as if such  invalid  word  or\nwords,  phrase  or  phrases, sentence  or  sentences,  clause  or\nclauses, or section or sections had not been inserted.\n\n          7.5       The waiver by either party hereto of a breach or\nviolation  of any term or provision of this Agreement  shall  not\noperate nor be construed as a waiver of any subsequent breach  or\nviolation.\n\n          7.6       The section headings contained in this Agreement are\nfor  reference purposes only and shall not affect in any way  the\nmeaning or interpretation of this Agreement.\n\n          7.7       Nothing expressed or implied in this Agreement is\nintended,  or  shall be construed, to confer  upon  or  give  any\nperson  other than the parties hereto and their respective heirs,\npersonal  representatives, legal representatives, successors  and\nassigns,  any  rights  or remedies under or  by  reason  of  this\nAgreement.\n\n      The parties have executed this Agreement as of the day  and\ndate first above written.\n\n\n                                   EMPLOYEE: \/s\/ John W. Wilhoite\n                                            ---------------------\n                                                 John W. Wilhoite\n\n\n                                   COMPANY:\n\n                                   INTERGRAPH CORPORATION\n\n                                   By:      \/s\/ James W. Meadlock\n                                           ----------------------\n                                                James W. Meadlock\n                                            Chief Executive Officer\n                                        \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7881],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39286","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intergraph-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39286","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39286"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39286"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39286"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39286"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}