{"id":40484,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/service-deed-intergraph-asia-pacific-inc-intergraph-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"service-deed-intergraph-asia-pacific-inc-intergraph-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/service-deed-intergraph-asia-pacific-inc-intergraph-corp-and.html","title":{"rendered":"Service Deed &#8211; Intergraph Asia Pacific Inc., Intergraph Corp. and Graeme John Farrell"},"content":{"rendered":"<pre>\n                   INTERGRAPH ASIA PACIFIC Inc.\n                          (\"the Company\")\n                                and\n                      Intergraph Corporation\n                         (\"the Covenator\")\n                                and\n                        GRAEME JOHN FARRELL\n                         (\"the Employee\")\n                                 \n                                 \n                           SERVICE DEED\n                                 \n\n\nTHIS DEED  is made on the 26th  day of  March, 1997\n\nBETWEEN:\n\n(1)  INTERGRAPH ASIA PACIFIC Inc., whose registered office in\nSydney Australia is, 4th Floor 32 Walker Street North Sydney\n(hereinafter called \"the Company\"); and\n\n(2)  INTERGRAPH CORPORATION whose offices are at One Madison,\nHuntsville Alabama (hereinafter called \"the Covenator\");and\n\n(2)  GRAEME JOHN FARRELL of Apt 3A, Block 1, 61 South Bay Road,\nHong Kong (hereinafter called \"the Employee\").\n\n\nWHEREAS:\n\n(A)  The Employee is currently employed in Hong Kong by a member\nof the Group (as hereinafter defined).\n\n(B)  The Company is now a member of the Group which carries on the\nGroup's business in the Asia Pacific region.\n\n(C)  Due to a restructure of the Group, the Employee has been\nrequested to transfer to Australia from 1st July, 1997 and take up\nemployment with the Company.\n\n(D)  The Covenator has agreed to guarantee the Company's financial\nobligations relevant to the Employee's appointment under this\nDeed.\n\n\n(D)  The parties wish to consolidate the Employee's terms and\nconditions of employment as hereinafter provided.\n\n\nWHEREBY IT IS AGREED as follows:\n\n1.   INTERPRETATION\n\n1.01 In this Deed, unless the context requires otherwise:\n\n\"Base Salary\" means that part of the remuneration of the Employee\nas is referred to in Clause 5;\n\n\"Group\" means the Company, its parent company, Intergraph\nCorporation and its subsidiaries and associated companies from\ntime to time and \"member of the Group\" shall be construed\naccordingly; and\n\n\"month\" means calendar month.\n\n1.02 References herein to Clauses are to clauses in this Deed\nunless the context requires otherwise,\n\n1.03 The headings are inserted for convenience only and shall not\naffect the construction of this Deed.\n\n1.04 Unless the context requires otherwise, words importing the\nsingular include plural and vice versa and words importing a\ngender include every gender.\n\n2.   APPOINTMENT\n\nThe Company will employ the Employee and the Employee will serve\nthe Company as Vice President, Business Operations &amp; Finance,\nresponsible for Asia Pacific Operations,  upon the terms and\nconditions hereinafter appearing. The Employee shall perform his\nservices in Asia Pacific and shall be based in Sydney Australia on\ncommencement of employment under this contract from 1st July,\n1997.\n\n\n3.   DURATION\n\nThe Employee's appointment is effective from 1st July, 1997 and\nshall continue until such time as this Deed is terminated by\neither the Company or the Employee in accordance with the\nprovisions of Clause 10.\n\n\n4.   EMPLOYEE'S DUTIES\n\nThe Employee shall, during the continuance of his employment\nhereunder:\n\n(a)  be based in Sydney Australia to serve the Company as Vice\nPresident, Business Operations &amp; Finance, Asia Pacific Region and,\nin such capacity and in good faith, perform the duties and\nexercise the powers from time to time assigned to or vested in him\nby Intergraph Corporation;\n\n(b)  comply with and conform to any lawful instructions or\ndirections from time to time given or made by Intergraph\nCorporation and faithfully and diligently serve the Company and\nuse his best endeavors to promote the business and interests\nthereof;\n\n(c)  devote himself exclusively and diligently to the business and\n     interests of the Company and personally attend thereto at all\n     times during, usual business hours and during such other times as\n     the Company may reasonably require except in case of incapacity\n     through illness or accident,\n\n\n\n\n\n5.   BASE SALARY\n\nThe base salary of the Employee shall be US$ 185,000  per annum\npayable in 12 equal monthly installments.  This salary shall be\nreviewed by the Chief Financial Officer of Intergraph Corporation\nfrom time to time and in any event, on each yearly anniversary\ndate from the commencement date of this agreement\n\n\n6.   BENEFITS\n\nThe Employee shall be entitled to the following benefits subject\nto determination by the Chief Financial Officer as to the\nappropriate level of cost for each item:\n\n(a)  the use (whether for business or personal purposes) of a\n     motor car which is of a standard consistent with the position of\n     the Employee in the Company and the Company shall pay all running\n     costs associate with said motor car.\n\n(b)   provision of an education allowance for the two children of\nthe Employee (Caitlyn Alise &amp; Lauren Rennie) whilst they are in\nschool in Sydney or University in Australia. Such allowance will\nbe equal to actual fee cost by the relevant institution. This\nprovision is subject to a maximum of US$9,000 per child, however\nreasonable increase to this maximum will be allowed in future\nyears (commencing 1998) as a result of inflationary increases from\nthe relative educational institution. This provision shall only\napply to high school and first degree for both children of the\nEmployee.\n\n\n(c)  provision of Australian insurance cover for medical, hospital\nand dental costs of the Employee, Employee's wife and two children\nwhilst they are dependent on the Employee.\n\n(d)  telephone, fax\/data service in the residence of the Employee\nat the expense of the Company;\n\n(e)  assistance for Ernst &amp; Young in the preparation of the\nEmployee's  1998 Australian tax return;\n\n(f)  participation in the Company's superannuation plan subject to\nthe terms and conditions of such scheme from time to time in\nforce; However, the Company contribution shall commence at 8%\nwhich is consistent with the level of contribution currently made\nin respect of the Employee's employment in Hong Kong.\n\n\n\n\n8.   EXPENSES\n\nThe Company shall reimburse the Employee (against receipts) for\nall expenses properly incurred in the course of his employment\nhereunder or in promoting or otherwise in connection with the\nbusiness of the Company including without limitation, business\nmeals, entertainment, hotel, traveling and out-of-pocket expenses.\n\n\n9.   LEAVE\n\nThe Employee shall be entitled after completion of each year of\nservice with the Company to [four (4) weeks] leave (excluding\npublic holidays) with full pay, which leave shall be taken at such\ntime or times as may be convenient to the Chief Financial Officer\nhaving regard to the exigencies of the Company's business. Any\nuntaken leave up to a maximum of four weeks shall accrue to the\nEmployee year to year and shall be included in calculation of any\ntermination payment should the Employee's services be terminated\neither by the Company or Employee.\n\n10.   TERMINATION\n\n\n10.1 Subject to Clause 10.3 hereof, the Employee's employment\nhereunder may be determined at any time by either party giving to\nthe other not less than three (3) months' prior written notice or\nforthwith upon payment of not less than three (3)  months' Base\nSalary in lieu of notice.\n\n10.2 If the Company terminates the employment of the Employee by\nreason of his position being made redundant, or if the Employee\ntenders his resignation by reason of one or more of the following\nreasons:\n\n(a)  if the Employee is required by the Company to carry out or\nperform duties which are fundamentally different in nature to the\nduties which are contemplated by this Deed whether expressly or by\nimplication;\n\n(b)  if the Company proposes to relocate the Employee on a\npermanent basis to a location outside of Sydney, Australia and the\nEmployee is unwilling to accept the proposed relocation location;\n\n(c)  if the Employee is given a title or position in the Company\nor of any company in the Group which can reasonably be regarded as\na demotion; or\n\n(d)  if the Company commits any act which will amount to\nconstructive dismissal of the Employee by the Company under common\nlaw, or\n\n(e)  any other action taken by the Company  calculated to\nterminate or might have the effect of terminating this  Deed\nwithout consent of the Employee.\n\nthen, the Company shall, pay the Employee a sum calculated in\naccordance with the following formula:\n\n(A *2) x B\nWhere:\n\n\"A\" is the monthly Base Salary of the Employee applicable at the\ntime of termination;\n\n\n\"B\" is the number of calendar years of service (or part thereof)\nof the Employee with the Group, which is subject to a maximum of\n12 years.\n\n10.3 If at any time during the term of his employment hereunder\nthe Employee shall be guilty of or commit any serious misconduct\nwhich in the opinion of Intergraph Corporation is in\nany way detrimental to the interests of the Company or shall be in\nbreach of any of the terms of this Deed or shall commit any act of\nbankruptcy or become insolvent or make any arrangements or\ncomposition with his creditors generally or become through mental\ndisorder incapable of managing his own affairs or fail to pay his\npersonal debts or shall be guilty of persistent insobriety or be\nconvicted of any criminal offence involving his integrity or\nhonesty the Company may determine the Employee's employment -\nhereunder forthwith without any notice or payment in lieu of\nnotice and upon such determination the Employee shall not be\nentitled to any bonus or any payment whatsoever (other than salary\nactually accrued due and payable, accrued annual leave and\nsuperannuation ) for or in respect of the then current year of\nservice or to claim any compensation or damages for or in respect\nof or by reason of such determination. \n\n\n11.  EMPLOYEE'S UNDERTAKINGS\n\nThe Employee shall not either during the continuance of his\nemployment hereunder divulge to any person whomsoever or to any\nbody corporate or unincorporated and shall use his best endeavours\nto prevent the unauthorised publication or disclosure of any trade\nsecret or any confidential information concerning the business or\nfinances of any member of the Group or any of its dealings,\ntransactions or affairs which may come to his knowledge during or\nin the course of his employment.\n\n12.   Indemnity\n\nSubject to clause 4 herein, the Company, jointly and severally\nwith the Covenator, shall financially indemnify the Employee in\nthe event of any litigation or claims against Directors of the\nCompany or any Group company of the Covenator of which the\nEmployee is a Director. The Employee shall be protected\nfinancially from any actions against any Board of the Group\nwhether during the currency of this Deed or for Seven (7) years\nsubsequent to the Employee's termination under this Deed.\nFinancial indemnity shall be inclusive of any legal costs incurred\nby the Employee in defense of litigation against the Employee in\nconsequence of his being, or having been , a Director of any\nCompany in the Group.\n\n\n\n13.  MISCELLANEOUS\n\n13.01     This Deed shall be in substitution for any subsisting\nagreement or arrangement (oral or otherwise) made between the\nCompany and the Employee which shall be deemed to have been\nterminated by mutual consent as from the date on which this Deed\ncommences,\n\n13.02     The expiration or termination of this Deed howsoever\narising shall not operate to affect such of the provisions hereof\nas in accordance with their terms are expressed to operate or have\neffect thereafter.\n\n13.03     In the event of any variation of the remuneration\npayable to or other benefits made available to the Employee\nhereunder being made by consent of the parties hereto such\nvariation shall not constitute a new agreement but (subject to any\nexpress agreement to the contrary) the employment of the Employee\nhereunder shall continue subject in all respects to the terms and\nconditions of this Deed with such variation as aforesaid.\n\n13.04     Each notice, demand or other communication given or made\nunder this Deed shall be in writing and delivered or sent to the\nrelevant party at its address set out below (or such other address\nor telex number or fax number as the addressee has by five (5)\ndays' prior written notice specified to the other party):\n\nTo the Company :    Intergraph Asia Pacific Inc.\n4th Floor, 32 Walker Street\nNorth Sydney, Australia.\n\n\n                              :\nTo the Employee :   Graeme John Farrell\n                    15A West Crescent Street\n                    McMahons Point\n                    Sydney Australia 2060\n                    (effective from 1st July,97)\n\nAny notice, demand or other communication so addressed to the\nrelevant party shall be, deemed to have been delivered (a) if\ngiven or made by letter, when actually delivered to the relevant\naddress; and (b) if given or made by fax, when despatched.\n\n13.05     If at any time any provision of this Deed is or becomes\nillegal, invalid or unenforceable in any respect, the legality,\nvalidity and enforceability of the remaining provisions of this\nDeed shall not be affected or impaired thereby,\n\n13.06     This Deed shall be governed by and construed in\naccordance with the laws of New South Wales, Australia and the\nparties hereby irrevocably submit to the non-exclusive\njurisdiction of Australian courts.\n\nIN WITNESS WHEREOF this Deed has been executed on the day and year\nfirst above written.\n\n\n\n\nSIGNED for and on behalf of\nINTERGRAPH ASIA PACIFIC Inc.\n By \/s\/ Larry J. Laster                                     \nin the presence of:- \/s\/ Donna L. Lynch               \n\n\nSIGNED for and on behalf of\nINTERGRAPH CORPORATION\nBy \/s\/ Larry J. Laster                            \nIn the presence of \/s\/ Donna L. Lynch            \n\n\nSIGNED by \/s\/ Graeme John Farrell\nGRAEME JOHN FARRELL          \nin the presence of:- \/s\/ Randolph H. Myers\n                         Randolph H. Myers               \n\n\n\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-40484","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\/40484","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=40484"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40484"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40484"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40484"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}