Contents:
Employment Agreement
First Amendment to Employment Agreement
Second Amendment to Employment Agreement
Third Amendment to Employment Agreement
Fourth Amendment to Employment Agreement
Seventh Amendment to Employment Agreement
Eighth Amendment to Employment Agreement
Ninth Amendment to Employment Agreement
Tenth Amendment to Employment Agreement
Eleventh Amendment to Employment Agreement
 
                              EMPLOYMENT AGREEMENT
 
 
     THIS EMPLOYMENT AGREEMENT ("Agreement") is made this 1st day of June, 
1995, by and between MICROS SYSTEMS, INC., a Maryland corporation,
with offices located at 12000 Baltimore Avenue, Greenbelt, Maryland 20705
(hereinafter referred to as the "Company"), and A. L. GIANNOPOULOS, whose
address is 6125 Wooded Run Drive, Columbia, Maryland 21044 (hereinafter
referred to as the "Executive").
 
                               W I T N E S S E T H:
 
        WHEREAS, the Company desires to employ the Executive and the Executive
desires to accept such employment;
 
        WHEREAS, the Executive possesses skills and experience which the Company
believes are of substantial value and importance to the success of the Company's
business operations;
 
        WHEREAS, the Executive is willing to make his services available to the
Company on the terms and conditions set forth in this Agreement.
 
        NOW, THEREFORE, in consideration of the mutual promises and the
conditions and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which hereby is acknowledged, the
parties hereto agree as follows:
 
        1.  Employment.  The Company hereby employs the Executive and the
Executive hereby accepts employment with the Company upon the terms and
conditions hereinafter set forth.
<PAGE>   2
        2.  Duties.  During the term of employment, the Executive shall serve
as the President and Chief Executive Officer of the Company and as such, he
shall have general responsibility for the management and direction of the
business of the Company in all departments and he shall perform such other
reasonable duties as the Board of Directors may assign, from time to time.
 
        3.  Term.  The term of this Agreement shall commence upon the day and
year first above written ("Commencement Date") and shall continue until
December 31, 1999, unless sooner terminated, as provided herein.
 
        4.  Salary.  The Executive's salary for the term of this Agreement
shall be in the amounts set forth below, payable in equal bi-weekly
installments:
 
<TABLE>
<CAPTION>
      Period                                     Salary
      ------                                     ------
<S>                                            <C>
Commencement Date through June 30, 1995        $ 32,170
July 1, 1995 through June 30, 1996             $203,000
July 1, 1996 through June 30, 1997             $213,000
July 1, 1997 through June 30, 1998             $223,000
July 1, 1998 through June 30, 1999             $233,000
July 1, 1999 through December 31, 1999         $121,500
</TABLE>
 
        5.  Bonuses. In addition to his salary, the Executive shall be entitled
to receive a bonus for each fiscal year of the Company (July 1 - June 30).  The
Executive's bonus for each fiscal year, or portion of a fiscal year, during the
term hereof shall be in the amounts set forth below ("Target Bonus") if the
fiscal year bonus
 
 
                                       2
<PAGE>   3
objectives of the Executive ("Objectives"), as determined by the Board of
Directors prior to the commencement of each such fiscal year, are met;
provided, that, consistent with the Company's executive bonus plan, the bonus
may be increased for any fiscal year in which the Company performance exceeds
Objectives or decreased for any fiscal year in which the Company performance
falls below Objectives, and provided further that in no event shall the bonus
paid to the Executive for any fiscal year of the Company exceed 200% of Target
Bonus:
 
<TABLE>
<CAPTION>
      Fiscal Year Ending                      Target Bonus
      ------------------                      ------------
      <S>                                     <C>
      June 30, 1995                           $110,000
 
      June 30, 1996                           $120,000
 
      June 30, 1997                           $130,000
 
      June 30, 1998                           $140,000
 
      June 30, 1999                           $150,000
 
      June 30, 2000                           $ 80,000
</TABLE>
 
      Any bonus required to be paid pursuant to this Section 5 shall be paid by
the Company to the Executive within ninety (90) days following the close of the
fiscal year of the Company to which such bonus applies, except that the bonus
due for the period ending December 31, 1999 shall be paid on or before March
31, 2000.
 
      6.  Stock Option.  Upon the Commencement Date, the Executive shall
be granted the unrestricted right to acquire up to twenty-two thousand (22,000)
shares of the Company's common stock ("Option").  The Company and the Executive
shall enter into a stock option
 
 
                                       3
<PAGE>   4
agreement evidencing the grant of said Option, which agreement shall contain
such other terms and provisions as are customarily contained in the Company's
executive employee Incentive Stock Option Agreement ("Company Plan").
 
      In addition to the Option granted above, within ninety (90) days
following the commencement of each fiscal year of the Term, the Company shall
grant to the Executive the right to purchase additional common stock of the
Company ("Common Stock") for such consideration and in such amounts as is
consistent with the terms of the Company Plan or a successor employee stock
option plan.  Notwithstanding the right herein granted, the Executive
acknowledges that, except for the Common Stock exercisable under the Option, no
additional Common Stock is currently available to the Company to issue under
the Company Plan.  In recognition thereof, the Company's obligation to grant to
the Executive the right to purchase the additional Common Stock shall not arise
until such time as the shares of Common Stock become available under the
Company Plan or a successor employee stock option plan.  The Company agrees to
use its best efforts to take such steps or cause the required steps to be taken
which will enable the Common Stock to become available for option grants.
 
      7.  Expenses.  The Company shall reimburse the Executive for all expenses
incurred in connection with the performance of his duties on behalf of the
Company, provided that the Executive shall keep, and present to the Company,
records and receipts relating to
 
 
                                       4
<PAGE>   5
reimbursable expenses incurred by him.  Such records and receipts shall be
maintained and presented in a format, and with such regularity, as the Company
reasonably may require in order to substantiate the Company's right to claim
income tax deductions for such expenses.  Without limiting the generality of
the foregoing, the Executive shall be entitled to reimbursement for any
business-related travel, business-related entertainment whether at his
residence or otherwise, and other costs and expenses reasonably incident to the
performance of his duties on behalf of the Company.
 
        8.  Fringe Benefits.  During the term of this Agreement, the Executive
shall be entitled to participate in any and all fringe benefit plans, programs
and practices sponsored by the Company for the benefit of its executive
employees, and shall be furnished with other services and perquisites
appropriate to his position.  Without limiting the generality of the foregoing,
the Executive shall be entitled to the following benefits (regardless of
whether such benefits are provided to other executives):
 
            (a)   Comprehensive medical insurance for the Executive, his spouse,
and his dependent children.
 
            (b)   Dental insurance for the Executive, his spouse, and his
dependent children.
 
            (c)   Group term life insurance.
 
            (d)   Long-term disability insurance.
 
 
 
 
 
                                       5
<PAGE>   6
        9.  Vacation Leave, etc.
 
            (a)   Vacation Leave.  The Executive shall be entitled to a total of
four (4) weeks of vacation each year.  Unused vacation time shall not
accumulate from year to year.  The Executive may take his vacation at such time
or times as shall not interfere with the performance of his duties under this
Agreement.
 
            (b)   Sick Leave and Holidays.  The Executive shall be entitled to
paid sick leave and holidays in accordance with the Company's announced policy
for executive employees, as in effect from time to time.
 
       10.  Restrictive Covenant.  The Executive agrees that during his
employment with the Company, and for a period of one (1) year following the
termination of his employment for any reason whatsoever, he shall not (a)
engage, directly or indirectly, in any computer hardware or computer software
business which is competitive with the business now, or at any time during the
term of the Executive's employment, conducted by the Company; or (b) solicit
(directly or indirectly, for his own account, or for the account of others)
orders for services or products of a kind or nature like or similar to services
performed or products sold by the Company during the term of the Executive's
employment with the Company, from any party that was a client (or customer) of
the Company, or which the Company was soliciting to be its client (or customer)
during the twelve (12) month period preceding the date of the Executive's
termination of employment.  The Executive further
 
 
                                       6
<PAGE>   7
agrees that he shall not, at any time, directly or indirectly, urge any client
(or customer) of the Company to discontinue business, in whole or in part, or
not to do business, with the Company.
 
            For the purposes of this Section 10, the Executive will be deemed
directly or indirectly engaged in a business if he participates in such
business as proprietor, partner, joint venturer, stockholder, director,
officer, lender, manager, employee, consultant, advisor or agent or if he
controls such business.  The Executive shall not for purposes of this Section
10 be deemed a stockholder or lender if he holds less than two percent (2%) of
the outstanding equity or debt of any publicly owned corporation engaged in the
same or similar business to that of the Company, provided that the Executive
shall not be in a control position with regard to such corporation.
 
        11. Maintaining Confidential Information.
 
            (a)   Company Information.  The Executive agrees at all times during
the term of his employment and for a period of one (1) year thereafter to hold
in strictest confidence, and not to use, or to disclose to any person, firm or
corporation, without the written authorization of the Board of Directors of the
Company except if such is to be used or disclosed for the benefit of the
Company, any trade secrets, confidential knowledge, data or other proprietary
information of the Company.  By way of illustration and not limitation, such
shall include information relating to products, processes, know-how, designs,
formulas, methods, developmental or
 
 
                                       7
<PAGE>   8
experimental work, improvements, discoveries, plans for research, new products,
marketing and selling, business plans, budgets and unpublished financial
statements, licenses, prices and costs, suppliers and customers, and
information regarding the skills and compensation of other employees of the
Company.
 
            (b)   Third Party Information.  The Executive recognizes that the
Company has received and in the future will receive from third parties their
confidential or proprietary information subject to a duty on the Company's part
to maintain the confidentiality of such information and, in some cases, to use
it only for certain limited purposes.  The Executive agrees that he owes the
Company and such third parties, both during the term of his employment and
thereafter, a duty to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm or
corporation (except in a manner that is consistent with the Company's agreement
with the third party) or use it for the benefit of anyone other than the
Company or such third party (consistent with the Company's agreement with the
third party).
 
       12.  Prior Employees.  For a period of one (1) year following the
termination of the Executive's employment with the Company for any reason
whatsoever, with or without cause, the Executive shall not, whether as an
individual or as a proprietor, stockholder, partner, officer, director,
employer, employee, agent, consultant, independent contractor or otherwise,
recruit or employ, directly or
 
 
                                       8
<PAGE>   9
indirectly, for his own business or any business in which he has an ownership
interest, is employed with, or is otherwise affiliated with, any individual who
was an employee of the Company within the period of twelve (12) months
preceding the effective date of termination of the employment of the Executive.
 
       13.  Overbreadth of Restrictive Covenant.  It is the intention of the
parties that if any restrictive covenant contained in this Agreement is
determined by a court of competent jurisdiction to be overly broad, then the
court should enforce such restrictive covenant to the maximum extent permitted
under the law as to scope, geographic area and duration.
 
       14.  Other Employment.  For valuable consideration received by the
Executive (without regard to his continued employment by the Company), the
Executive agrees that during the period of his employment by the Company he
will devote his full time and energy to the performance of his duties under
this Agreement, and will not, without the Company's express written consent,
engage in any other employment or business activity directly related to the
business in which the Company is now involved, or becomes involved, nor will he
engage in any other activities which directly conflict with his obligations to
the Company.
 
       15.  Prior Agreements.  The Executive warrants that he is not prohibited
from performing any of the services required by his employment with the Company
under the terms of any prior employment agreement or restrictive covenant.
 
 
 
                                       9
<PAGE>   10
       16.  Termination of Employment.
 
            (a)   Certain Defined Terms.
 
                  (1)  "Disability" shall mean the continuous and uninterrupted
inability of the Executive to perform his duties hereunder due to the sickness
or injury of the Executive which persists for a period of one hundred eighty
(180) days or more.
 
                  (2)  "Good Cause" shall mean (i) the criminal acts of the
Executive which result in the Executive being charged with and convicted of a
felony and which are intended to result directly or indirectly in substantial
gain or personal enhancement of the Executive at the expense of the Company, or
(ii) the determination by a court of competent jurisdiction that there has been
a willful or intentional breach by the Executive of either Section 10 hereof
(restrictive covenant) or Section 11 hereof (maintaining confidential
information) in a manner which results in material and substantial direct
economic harm or damage to the Company.
 
                  (3)  "Good Reason" shall mean:
 
                       a)  An assignment by the Company to the Executive, 
without his express written consent, of any material duties which are 
inconsistent with his position, duties, responsibilities and status as 
President and Chief Executive Officer of the Company;
 
                       b)  Any action taken by the Company or its Board of
Directors to reduce the Executive's salary, Target Bonus
 
 
 
 
                                       10
<PAGE>   11
(if inconsistent with the terms of Section 5 above) or fringe benefits, without
the express written consent of the Executive;
 
                      c)  The Company's failure to obtain the agreement of any
successor in interest of the Company to assume the obligations of the Company
under this Agreement; or
 
                      d)  A change in control of the Company such that any
person, firm or group (other than Westinghouse Electric Corporation, or any of
its affiliates, or another person, firm or group approved by Executive) , by
virtue of his or their acquisition or ownership of at least twenty percent
(20%) of the Common Stock of the Company, shall have the power to control and
direct the management and business affairs of the Company.
 
            (b) Termination Events.
 
                (1)   Death.  The Executive's employment shall be terminated 
upon his death.
 
                (2)   Disability.  The Executive's employment shall be 
terminated upon his Disability.
 
                (3)   By the Company for Good Cause or Other Reasons.  The
Executive's employment may be terminated by the Company for (i) Good Cause or
(ii) upon fifteen (15) days written notice, for any other reason.
 
                (4)   By the Executive for Good Reason or Other Reasons.  The
Executive may terminate this Agreement (i) for Good Reason or (ii) upon fifteen
(15) days prior written notice, for any other reason.
 
 
 
                                       11
<PAGE>   12
            (c) Termination Payments.
 
                (1)   Payment Upon Death.  Upon the termination of employment of
the Executive due to his death, the Company shall cause to be paid over to the
designated beneficiary or to the personal representative of the estate of the
Executive, any and all proceeds of life insurance policies maintained by the
Company for the benefit of the Executive.  Any and all salary and Target Bonus
payments shall thereupon cease and terminate.
 
                (2)   Payment Upon Disability.  Upon the termination of
employment of the Executive due to his Disability, the Executive shall be
entitled to the payments paid pursuant to the disability insurance policies
maintained by the Company for the benefit of the Executive.  Any and all salary
and Target Bonus payments shall thereupon cease and terminate.
 
                (3)   Payment Upon Termination By The Company.  If the Company
terminates the Executive's employment for any reason other than Good Cause, the
Executive shall be entitled to receive from the Company and the Company shall
pay to the Executive in one lump sum, within fifteen (15) days following the
Executive's termination of employment, all of the salary and Target Bonus
payments provided for in Sections 4 and 5 of this Agreement for the period
beginning on the date of the Executive's termination of employment and ending
on December 31, 1999.
 
                      If the Company terminates Executive's employment for Good
Cause, the Executive shall be entitled to
 
 
 
 
                                       12
<PAGE>   13
salary through the date of termination.  Any and all salary and Target Bonus
payments shall thereupon cease and terminate.
 
                (4)   Payment Upon Termination By The Executive.  If the
Executive terminates his employment with the Company for Good Reason, other
than Good Reason described in Section 16(a)(3)a), he shall be entitled to
receive from the Company and the Company shall pay to the Executive in one lump
sum, within fifteen (15) days following the date of the Executive's termination
of employment, all of the salary and Target Bonus payments provided for in
Sections 4 and 5 of this Agreement for the period beginning on the date of the
Executive's termination and ending on December 31, 1999.  If the Executive
terminates his employment with the Company for the Good Reason described in
Section 16(a)(3)a), then and in such event, he shall be entitled to receive
from the Company and the Company shall pay to the Executive in one lump sum,
within fifteen (15) days following the date of the Executive's termination of
employment, an amount equal to the lesser of (i) all of the salary and Target
Bonus payments provided for in Sections 4 and 5 of this Agreement for the
period beginning on the date of the Executive's termination and ending on
December 31, 1999, or (ii) all of the salary and Target Bonus payments provided
for in Sections 4 and 5 of this Agreement for the period commencing on the date
of the Executive's termination and ending on the third anniversary of the date
of the Executive's termination.
 
 
 
                                       13
<PAGE>   14
                    If the Executive terminates this Agreement for any reason
other than Good Reason, he shall be entitled to salary through the date of
termination.  Any and all salary and Target Bonus payments shall thereupon
cease and terminate.
 
        17.     Remedies.  The parties hereto acknowledge that a breach of any
of the terms of the provisions set forth in this Agreement may not be fully or
adequately compensable by the award or payment of monetary damages and may
cause immediate, substantial and irreparable injury to the non-breaching party.
The parties hereto therefore agree and consent that in addition to any award of
damages that the non-breaching party may be entitled to recover, the
non-breaching party shall also be entitled to such ex parte, preliminary,
interlocutory, temporary or permanent injunctive, or any other equitable
relief, including the entry of a decree of specific performance, or any other
applicable order, which shall require performance and/or limit activities in
accordance with the terms of this Agreement.  The Executive expressly
acknowledges and agrees: (a) that the restrictions set forth in this Agreement
are reasonable, in terms of scope, duration, and otherwise, (b) that the
protections afforded to the Company in this Agreement are necessary to protect
its legitimate business interest, (c) that the restrictions set forth in this
Agreement will not adversely affect the Executive's ability to obtain gainful
employment in his field of expertise or other related employment comparable to
the Executive's employment with the Company, and (d) that this
 
 
                                       14
<PAGE>   15
agreement to observe such restrictions forms a material part of the
consideration for this Agreement and his employment by the Company.
 
        18.     Notices.  Any notice required or permitted to be given hereunder
shall be deemed sufficient if in writing, and if delivered personally or sent
by registered or certified mail, return receipt requested, to the addresses of 
the respective parties set forth herein, or such other address as either party 
so notifies the other of in writing from time to time.
 
        19.     Waiver of Breach.  The waiver of any breach of any provision
hereunder by either party shall not be construed or operate as a waiver of any
subsequent breach.
 
        20.     Benefits and Burdens.  This Agreement shall inure to the
benefit of and be binding upon the Company, its successors and assigns, and the
Executive, his heirs, personal representatives, successors and assigns.
Because the duties of the Executive hereunder are special, personal and unique
in nature, the Executive may not transfer, sell or otherwise assign his
obligations under this Agreement.
 
        21.     Governing Law.  This Agreement shall be construed in accordance
with and be governed by the laws of the State of Maryland, excepting the
conflict of law rules of the State of Maryland, as if this contract were made
and to be performed entirely within the State of Maryland.
 
        22.     Entire Agreement.  This Agreement contains the entire agreement
of the parties and may not be amended, modified or
 
 
                                       15
<PAGE>   16
terminated except by a written instrument executed by both parties hereto.
 
        23.     Captions.  Paragraph captions shall be used exclusively for
purposes of reference and shall not be considered part of the substantive
agreement of the parties.
 
        24.     Severability.  The restrictions and the rights and remedies
contained in this Agreement are cumulative and severable.  If any term or
provision of this Agreement shall to any extent be invalid or unenforceable,
the remainder of this Agreement shall not be affected thereby, and each term
and provision of this Agreement shall be enforced to the fullest extent
permitted by law.
 
        25.     Costs of Breach.  The parties hereto agree that in the event of
any breach by either the Company or the Executive of any covenant, agreement,
term, condition or obligation contained in this Agreement, the non-breaching
party shall be entitled to all attorneys' fees, court costs and other
litigation expenses incurred by the non-breaching party as a result of such
breach.
 
        26.     Notice of Employment.  During the period of restraint imposed
by this Agreement, the Executive shall provide immediate written notice to the
Company of each instance of employment, agency or consultancy in which the
Executive becomes involved, including, but not limited to, the location and
nature of the services rendered and the identity of the person or entity on
whose behalf the services are rendered.
 
 
 
                                       16
<PAGE>   17
        27.     Counterparts.  This Agreement may be executed in counterparts,
each of which shall be an original, but all of which shall together constitute
but one document.
 
        IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the day and year first written above.
 
                                   COMPANY:
 
ATTEST:                            MICROS SYSTEMS, INC.
                                  
                                  
/s/ JUDITH F. WILBERT              By:  /s/ LOUIS M. BROWN, JR.    (SEAL)
---------------------                 ----------------------------      
                                      Louis M. Brown, Jr.
                                      Chairman
                                  
[Corporate Seal]                  
                                  
                                   EXECUTIVE:
WITNESS:                          
                                  
                                  
/s/ JUDITH F. WILBERT              /s/ A. L. GIANNOPOULOS         (SEAL)
---------------------              -------------------------------      
                                   A. L. GIANNOPOULOS
                                  

 
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
 
 
         This First Amendment to the Employment Agreement is made and effective
this 6th day of February, 1997 (the "First Amendment"), by and between MICROS
SYSTEMS, INC., a Maryland corporation, with offices located at 12000 Baltimore
Avenue, Beltsville, Maryland 20705 (hereinafter referred to as the "Company"),
and A. L. GIANNOPOULOS, whose address is 6125 Wooded Run Drive, Columbia,
Maryland 21044 (hereinafter referred to as the "Executive").
 
         WHEREAS, the Executive and MICROS entered into an Employment Agreement
dated June 1, 1995 (the "Agreement"); and
 
         WHEREAS, the parties hereto would like to amend the Agreement pursuant
to this First Amendment in an effort both: (i) to reflect the rapid growth
experienced by the Company, and the current status of the Company and the
Executive relative to other similarly positioned entities; and (ii) to reward
the Executive for achieving financial objectives for the first two quarters of
the Company's 1997 fiscal year.
 
         NOW, THEREFORE, MICROS and the Executive, for good and valuable
consideration, and pursuant to the terms, conditions, and covenants contained
herein, hereby agree as follows:
 
1.  Section 4 of the Agreement is amended by deleting the salary chart therein
in its entirety and inserting the following in lieu thereof:
 
 
<TABLE>
<CAPTION>
 Period                                             Salary
 ------                                             ------
 <S>                                                <C>
 Commencement Date through June 30, 1995            $32,170
 July 1, 1995 through June 30, 1996                 $203,000
 July 1, 1996 through June 30, 1997                 $250,000*
 July 1, 1997 through June 30, 1998                 $262,500
 July 1, 1998 through June 30, 1999                 $275,000
 July 1, 1999 through December 31, 1999             $143,750
</TABLE>
 
*Upon execution of this First Amendment, the Executive shall immediately
receive a payment in the amount equal to the difference between the salary
received by the Executive in the Company's 1997 fiscal year to date, and the
amount the Executive would have received to date if the increased level had
been in effect as of the first day of the Company's 1997 fiscal year.
 
2.  Section 5 of the Agreement is amended by deleting the target bonus chart
therein in its entirety and inserting the following in lieu thereof:
 
 
<TABLE>
<CAPTION>
 Fiscal Year Ending                                 Target Bonus
 ------------------                                 ------------
 <S>                                                <C>
 June 30, 1995                                      $110,000
 June 30, 1996                                      $120,000
 June 30, 1997                                      $150,000
 June 30, 1998                                      $163,500
 June 30, 1999                                      $177,000
 June 30, 2000                                      $95,250
</TABLE>
 
3.  All other provisions of the Agreement shall remain in full force and
effect.
 
 
         IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the dates indicated below, the effective date of this First Amendment being
the 6th day of February, 1997.
 
 
                      COMPANY:
 
 
 
 
 
                                       19
<PAGE>   2
<TABLE>
 <S>                                 <C>                                              <C>
 ATTEST:                             MICROS SYSTEMS, INC.
 
 
                                     By: /s/ Louis M. Brown, Jr.                      (SEAL)
 ------------------                  -------------------------------
                                             Louis M. Brown, Jr.
                                             Chairman
 [Corporate Seal]
                                     EXECUTIVE:
 WITNESS:
 
                                     /s/ A. L. GIANNOPOULOS                           (SEAL)
 ------------------                  -------------------------------
                                     A. L. GIANNOPOULOS

 


                   SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
 
 
 
         This Second Amendment to the Employment Agreement is effective the
first day of February, 1998 (the "Second Amendment"), by and between MICROS
SYSTEMS, INC., a Maryland corporation, with offices located at 12000 Baltimore
Avenue, Beltsville, Maryland 20705 (hereinafter referred to as the "Company"),
and A. L. GIANNOPOULOS, whose address is 6125 Wooded Run Drive, Columbia,
Maryland 21044 (hereinafter referred to as the "Executive").
 
         WHEREAS, the Executive and the Company entered into an Employment
Agreement dated June 1, 1995, as amended by the First Amendment dated February
6, 1997 (the agreement as amended hereinafter referred to as the "Agreement");
and
 
         WHEREAS, the parties hereto would like to amend the Agreement pursuant
to this Second Amendment in an effort both: (i) to reflect the rapid growth
experienced by the Company, and the current status of the Company and the
Executive relative to other similarly positioned entities; (ii) to reward the
Executive for achieving financial objectives; and (iii) to solidify the
long-term management structure of the Company.
 
         NOW, THEREFORE, the Company and the Executive, for good and valuable
consideration, and pursuant to the terms, conditions, and covenants contained
herein, hereby agree as follows:
 
1.  Section 3 of the Agreement, captioned "Term", shall be deleted in its
entirety and the following new language inserted in lieu thereof:
 
         "The term of this Agreement shall commence upon the day and year first
         above written ("Commencement Date") and shall continue until June 30,
         2002, unless sooner terminated, as provided herein."
 
2.  Section 4 of the Agreement, captioned "Salary", is amended by deleting the
salary chart therein in its entirety and inserting the following in lieu
thereof:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------
 Period                                                  Salary
- ------------------------------------------------------------------
 <S>                                                     <C>
 Commencement Date through June 30, 1995                 $32,170
- ------------------------------------------------------------------
 July 1, 1995 through June 30, 1996                      $203,000
- ------------------------------------------------------------------
 July 1, 1996 through June 30, 1997                      $250,000
- ------------------------------------------------------------------
 July 1, 1997 through June 30, 1998                      $262,500
- ------------------------------------------------------------------
 July 1, 1998 through June 30, 1999                      $275,000
- ------------------------------------------------------------------
 July 1, 1999 through June 30, 2000                      $445,500
- ------------------------------------------------------------------
 July 1, 2000 through June 30, 2001                      $500,500
- ------------------------------------------------------------------
 July 1, 2001 through June 30, 2002                      $577,500
- ------------------------------------------------------------------
</TABLE>
 
 
 
 
 
                                      20
                                      --
<PAGE>   2
 
EXHIBIT 10                MATERIAL CONTRACTS, continued
 
3.  Section 5 of the Agreement, captioned "Bonuses", is amended in the
following two respects:
 
A.  The target bonus chart contained therein is deleted in its entirety and the
following is inserted in lieu thereof:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
 Fiscal Year Ending                                   Target Bonus
- --------------------------------------------------------------------
 <S>                                                  <C>
 June 30, 1995                                        $110,000
- --------------------------------------------------------------------
 June 30, 1996                                        $120,000
- --------------------------------------------------------------------
 June 30, 1997                                        $150,000
- --------------------------------------------------------------------
 June 30, 1998                                        $163,500
- --------------------------------------------------------------------
 June 30, 1999                                        $177,000
- --------------------------------------------------------------------
 June 30, 2000                                        $250,000
- --------------------------------------------------------------------
 June 30, 2001                                        $300,000
- --------------------------------------------------------------------
 June 30, 2002                                        $350,000
- --------------------------------------------------------------------
</TABLE>
 
 
 
B.  The last paragraph of Section 5 is deleted in its entirety and the
following is inserted in lieu thereof:
 
         "Any bonus required to be paid pursuant to this Section 5 shall be
         paid by the Company to the Executive within ninety (90) days following
         the close of the fiscal year of the Company to which such bonus
         applies."
 
4.  Section 6 of the Agreement, captioned "Stock Option", shall be amended by
adding at the end of the existing text the following new text:
 
         "All grants to the Executive hereunder on or after January 1, 1998,
         whether under the Company Plan or any successor employee stock option
         plan, shall provide for full vesting of all grants on the first year
         anniversary of such grant, unless earlier vesting is permitted under
         the applicable plan, or unless a different vesting regimen is required
         pursuant to governing law."
 
5.  The first paragraph of Section 16(c)(3) of the Agreement shall be deleted
in its entirety and the following new language inserted in lieu thereof:
 
         "Payment Upon Termination By The Company.  If the Company terminates
         the Executive's employment for any reason other than Good Cause, the
         Executive shall be entitled to receive from the Company and the
         Company shall pay to the Executive in one lump sum, within fifteen
         (15) days following the Executive's termination of employment, all of
         the salary and Target Bonus payments provided for in Sections 4 and 5
         of this Agreement for the period beginning on the date of the
         Executive's termination of employment and ending on June 30, 2002."
 
6.  The first paragraph of Section 16(c)(4) of the Agreement shall be deleted
in its entirety and the following new language inserted in lieu thereof:
 
         "Payment Upon Termination By The Executive. If the Executive
         terminates his employment with the Company for Good Reason, other than
         Good Reason described in Section 16(a)(3)a), he shall be entitled to
         receive from the Company and the Company shall pay to the Executive in
         one lump sum, within fifteen (15) days following the date of the
         Executive's termination of employment, all of the salary and Target
         Bonus payments provided for in Sections 4 and 5 of  this Agreement for
         the period beginning on the date of the Executive's termination and
         ending on June 30, 2002. If the Executive terminates his employment
         with the Company for the Good Reason described in Section 16(a)(3)a),
         then and in such event, he shall be entitled to receive from the
         Company and the Company shall pay to the Executive in one lump sum,
         within fifteen (15) days following the date of the Executive's
         termination of employment, an amount equal to the lesser of (i) all of
         the salary and Target Bonus payments provided for in Sections 4 and 5
         of this Agreement for the period beginning on the date of the
         Executive's termination and ending on June 30, 2002, or (ii) all of
         the salary and Target Bonus payments
 
 
 
 
 
 
                                       21
                                       --
<PAGE>   3
 
EXHIBIT 10                MATERIAL CONTRACTS, continued
 
         provided for in Sections 4 and 5 of this Agreement for the period
         commencing on the date of the Executive's termination and ending on
         the third anniversary of the date of the Executive's termination."
 
7.  All other provisions of the Agreement shall remain in full force and
    effect.
 
 
         IN WITNESS WHEREOF, the parties have executed this Second Amendment as
of the dates indicated below, the effective date of this Second Amendment being
the first day of February, 1998.
 
 
 
                                 COMPANY:
ATTEST:                          MICROS SYSTEMS, INC.
                                 
                                 
                                 By:                                (SEAL)
- ------------------                   ----------------------               
                                       Louis M. Brown, Jr.
                                       Chairman
                                 
[Corporate Seal]                 
                                 EXECUTIVE:
WITNESS:                         
                                 
                                                                    (SEAL)
- ------------------               --------------------------               
                                 A. L. GIANNOPOULOS
 
 

 
                    THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
 
     This Third Amendment to the Employment Agreement is effective the 8th day
of September, 1999 (the "Third Amendment"), by and between MICROS SYSTEMS,
INC., a Maryland corporation, with offices located at 12000 Baltimore Avenue,
Beltsville, Maryland 20705 (hereinafter referred to as the "Company"), and A.
L. GIANNOPOULOS, whose address is 6125 Wooded Run Drive, Columbia, Maryland
21044 (hereinafter referred to as the "Executive").
 
     WHEREAS, the Executive and the Company entered into an Employment
Agreement dated June 1, 1995, as amended by the First Amendment dated February
6, 1997, and the Second Amendment dated February 1, 1998 (the agreement as
amended hereinafter referred to as the "Agreement"); and
 
     WHEREAS, the parties hereto would like to amend the Agreement pursuant to
this Third Amendment in an effort both: (i) to reflect the rapid growth
experienced by the Company, and the current status of the Company and the
Executive relative to other similarly positioned entities; (ii) to reward the
Executive for achieving financial objectives; and (iii) to solidify the
long-term management structure of the Company.
 
     NOW, THEREFORE, the Company and the Executive, for good and valuable
consideration, and pursuant to the terms, conditions, and covenants contained
herein, hereby agree as follows:
 
1.   Section 3 of the Agreement, captioned "Term", shall be deleted in its
entirety and the following new language inserted in lieu thereof:
 
          "The term of this Agreement shall commence upon the day and year
          first above written ("Commencement Date") and shall continue until
          June 30, 2005, unless sooner terminated, as provided herein."
 
2.   Section 4 of the Agreement, captioned "Salary", is amended by deleting the
salary chart therein in its entirety and inserting the following in lieu
thereof:
 
<TABLE>
<CAPTION>
          ----------------------------------------------------------------------
          Period                                             Salary
          ----------------------------------------------------------------------
          <S>                                                <C>
          Commencement Date through June 30, 1995            $32,170
          ----------------------------------------------------------------------
          July 1, 1995 through June 30, 1996                 $203,000
          ----------------------------------------------------------------------
          July 1, 1996 through June 30, 1997                 $250,000
          ----------------------------------------------------------------------
          July 1, 1997 through June 30, 1998                 $262,500
          ----------------------------------------------------------------------
          July 1, 1998 through June 30, 1999                 $300,000
          ----------------------------------------------------------------------
          July 1, 1999 through June 30, 2000                 $445,500
          ----------------------------------------------------------------------
          July 1, 2000 through June 30, 2001                 $500,500
          ----------------------------------------------------------------------
          July 1, 2001 through June 30, 2002                 $577,500
          ----------------------------------------------------------------------
          July 1, 2002 through June 30, 2003                 $690,000
          ----------------------------------------------------------------------
          July 1, 2003 through June 30, 2004                 $820,000
          ----------------------------------------------------------------------
          July 1, 2004 through June 30, 2005                 $1,000,000
          ----------------------------------------------------------------------
</TABLE>
 
 
3.   Section 5 of the Agreement, captioned "Bonuses", is amended by deleting
the bonus chart therein in its entirety and inserting the following in lieu
thereof:
 
<TABLE>
<CAPTION>
          ----------------------------------------------------------------------------
           Fiscal Year Ending                                      Target Bonus
          ----------------------------------------------------------------------------
          <S>                                                      <C>
          June 30, 1995                                            $110,000
          ----------------------------------------------------------------------------
          June 30, 1996                                            $120,000
          ----------------------------------------------------------------------------
          June 30, 1997                                            $150,000
          ----------------------------------------------------------------------------
</TABLE>
 
<PAGE>   2
 
<TABLE>
<CAPTION>
          ----------------------------------------------------------------------------
          <S>                                                      <C>
          June 30, 1998                                            $163,500
          ----------------------------------------------------------------------------
          June 30, 1999                                            $200,000
          ----------------------------------------------------------------------------
          June 30, 2000                                            $250,000
          ----------------------------------------------------------------------------
          June 30, 2001                                            $300,000
          ----------------------------------------------------------------------------
          June 30, 2002                                            $350,000
          ----------------------------------------------------------------------------
          June 30, 2003                                            $400,000
          ----------------------------------------------------------------------------
          June 30, 2004                                            $500,000
          ----------------------------------------------------------------------------
          June 30, 2005                                            $600,000
          ----------------------------------------------------------------------------
</TABLE>
 
 
4.   The first paragraph of Section 16(c)(3) of the Agreement shall be deleted
in its entirety and the following new language inserted in lieu thereof:
 
          "Payment Upon Termination By The Company. If the Company terminates
          the Executive's employment for any reason other than Good Cause, the
          Executive shall be entitled to receive from the Company and the
          Company shall pay to the Executive in one lump sum, within fifteen
          (15) days following the Executive's termination of employment, all of
          the salary and Target Bonus payments provided for in Sections 4 and 5
          of this Agreement for the period beginning on the date of the
          Executive's termination of employment and ending on June 30, 2005."
 
5.   The first paragraph of Section 16(c)(4) of the Agreement shall be deleted
in its entirety and the following new language inserted in lieu thereof:
 
          "Payment Upon Termination By The Executive. If the Executive
          terminates his employment with the Company for Good Reason, other
          than Good Reason described in Section 16(a)(3)a), he shall be
          entitled to receive from the Company and the Company shall pay to the
          Executive in one lump sum, within fifteen (15) days following the
          date of the Executive's termination of employment, all of the salary
          and Target Bonus payments provided for in Sections 4 and 5 of this
          Agreement for the period beginning on the date of the Executive's
          termination and ending on June 30, 2005. If the Executive terminates
          his employment with the Company for the Good Reason described in
          Section 16(a)(3)a), then and in such event, he shall be entitled to
          receive from the Company and the Company shall pay to the Executive
          in one lump sum, within fifteen (15) days following the date of the
          Executive's termination of employment, an amount equal to the lesser
          of (i) all of the salary and Target Bonus payments provided for in
          Sections 4 and 5 of this Agreement for the period beginning on the
          date of the Executive's termination and ending on June 30, 2005, or
          (ii) all of the salary and Target Bonus payments provided for in
          Sections 4 and 5 of this Agreement for the period commencing on the
          date of the Executive's termination and ending on the third
          anniversary of the date of the Executive's termination."
 
6.   All other provisions of the Agreement shall remain in full force and
effect.
 
          IN WITNESS WHEREOF, the parties have executed this Third Amendment as
of the dates indicated below, the effective date of this Third Amendment being
the 8th day of September, 1999.
 
                                 COMPANY:
ATTEST:                          MICROS SYSTEMS, INC.
 
                                 By:                                    (SEAL)
- -------------------                  -----------------------            ------
                                       Louis M. Brown, Jr.
                                       Chairman
[Corporate Seal]
 
<PAGE>   3
 
 
                                 EXECUTIVE:
WITNESS:
 
- ------------------               -------------------------
                                 A. L. GIANNOPOULOS
 

 

Fourth Amendment to the Employment Agreement between the Company

and A.L. Giannopoulos

 

 

                    FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

 

        This Fourth Amendment to the Employment Agreement is effective the 19th

day of November 2001 (the "Fourth Amendment"), by and between MICROS SYSTEMS,

INC., a Maryland corporation, with offices located at 7031 Columbia Gateway

Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the "Company"),

and A. L. GIANNOPOULOS, whose address is 6125 Wooded Run Drive, Columbia,

Maryland 21044 (hereinafter referred to as the "Executive").

 

        WHEREAS, the Executive and the Company entered into an Employment

Agreement dated June 1, 1995, as amended by the First Amendment dated February

6, 1997, the Second Amendment dated February 1, 1998, and the Third amendment

dated September 8, 1999 (the agreement as amended hereinafter referred to as the

"Agreement"); and

 

        WHEREAS, the parties hereto would like to amend the Agreement pursuant

to this Fourth Amendment in an effort to: (i) induce the Executive to continue

to render services to the Company for the full term of the Agreement; and (ii)

assist the Executive in retirement and estate planning.

 

        NOW, THEREFORE, the Company and the Executive, for good and valuable

consideration, and pursuant to the terms, conditions, and covenants contained

herein, hereby agree as follows:

 

1. The following new paragraph shall be added immediately at the end of the

existing Section 6 of the Agreement, as follows:

 

        "Notwithstanding anything to the contrary herein, or anything to the

        contrary in any option agreements issued pursuant to the MICROS Systems,

        Inc. 1991 Stock Option Plan (the "Option Plan"), the exercise period for

        all option agreements issued to the Executive under the Option Plan, and

        the exercise period for any additional options agreements prospectively

        issued to the Executive, whether under the Option Plan, under another

        plan or not under any plan, shall be (or shall be amended to be, as the

        case may be) as follows: (i) in the case the Executive's employment is

        terminated on account of total and permanent disability (pursuant to the

        Company's long-term disability plan for executives who are employees,

        or, if there is no such long-term disability plan, as defined in Section

        22(e)(3) of the Internal Revenue Code), all options may be exercised by

        the Executive (or by the Executive's estate if the Executive dies after

        termination) at any time prior to the expiration of the 10-year term of

        the option; (ii) in the case the Executive's employment is terminated by

        death, the Executive's estate shall have the right following the date of

        such death to exercise the option at any time prior to the expiration of

        the 10-year term of the option; and (iii) in the case the Executive's

        employment with the Company or its subsidiaries terminates for any

        reason after the Executive attains age 62, all options may be exercised

        by the Executive (or by the Executive's estate if the Executive dies

        after termination after attaining age 62) at any time prior to the

        expiration of the 10-year term of the option. For purposes of this

        provision, the Executive's "estate" shall mean the Executive's legal

        representative or any person who acquires the right to exercise an

        option by reason of the Executive's death. Nothing herein shall serve to

        modify or extend: (i) the 10-year term of the options issued to

        Executive under the Option Plan; or (ii) the vesting schedule of the

        options issued to Executive under the Option Plan.

 

2. All other provisions of the Agreement and any option agreements issued to the

Executive in accordance with the terms of the Option Plan shall remain in full

force and effect.

 

 

        IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as

of the dates indicated below, the effective date of this Fourth Amendment being

the 19th day of November, 2001.

 

 

 

                             COMPANY:

ATTEST:                      MICROS SYSTEMS, INC.

 

 

                             By:                                          (SEAL)

-----------------               ---------------------

                                Gary C. Kaufman

                                Executive Vice President,

                                Finance and Administration, and Chief

                                Financial Officer

[Corporate Seal]

                                EXECUTIVE:

 

WITNESS:

 

------------------              -------------------------

                                A. L. GIANNOPOULOS

 

 

Exhibit 10

SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

     This Seventh Amendment to the Employment Agreement is effective the 9th day of August, 2005 (the “Seventh Amendment”), by and between MICROS SYSTEMS, INC., a Maryland corporation, with offices located at 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the “Company”), and A. L. GIANNOPOULOS, whose address is 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the “Executive”).

     WHEREAS, the Executive and the Company entered into an Employment Agreement dated June 1, 1995, as amended (the agreement as amended hereinafter referred to as the “Agreement”); and

     WHEREAS, the parties hereto would like to amend the Agreement pursuant to this Seventh Amendment in an effort to adjust the Executive’s base salary compensation to reflect the growth of the Company.

     NOW, THEREFORE, the Company and the Executive, for good and valuable consideration, and pursuant to the terms, conditions, and covenants contained herein, hereby agree as follows:

1. Section 4 of the Agreement is modified by replacing the existing corresponding rows in the Agreement with the following two replacement rows:

 

 

 

     Period

 

Salary

 

     July 1, 2005 through June 30, 2006

 

$1,100,000

     July 1, 2006 through June 30, 2007

 

$1,200,000

 

2. All other provisions of the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Seventh Amendment as of the dates indicated below, the effective date of this Seventh Amendment being the 1st day of August, 2005.

 


 

 

 

 

 

 

ATTEST:

 

COMPANY:
MICROS SYSTEMS, INC.

 

 

 

_______________________

 

By: ______________________
       Louis M. Brown, Jr.
       Vice Chairman

 

(SEAL)

[Corporate Seal]

 

 

 

 

 

 

EXECUTIVE:

 

 

WITNESS:

 

 

 

 

_______________________

 

_______________________
A. L. GIANNOPOULOS

 

 

 

 

Exhibit 10

EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT

          This Eighth Amendment to the Employment Agreement (the “Eighth Amendment”) by and between MICROS SYSTEMS, INC., a Maryland corporation, with offices located at 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the "Company"), and A. L. GIANNOPOULOS, whose address is 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the “Executive”), is effective the 6th day of June, 2006.

          WHEREAS, the Executive and the Company entered into an Employment Agreement dated June 1, 1995, as amended (the agreement as amended is hereinafter referred to as the “Agreement”); and

          WHEREAS, the parties hereto would like to amend the Agreement pursuant to this Eighth Amendment in an effort to adjust the Executive’s compensation to reflect the growth of the Company.

          NOW, THEREFORE, the Company and the Executive, for good and valuable consideration, and pursuant to the terms, conditions, and covenants contained herein, hereby agree as follows:

1.  Section 4 of the Agreement, captioned “Salary”, is modified by replacing the existing corresponding rows in the Agreement with the following three replacement rows:

Period

 

Salary


 


July 1, 2006 through June 30, 2007

 

$1,500,000

July 1, 2007 through June 30, 2008

 

$2,000,000

July 1, 2008 through June 30, 2009

 

$2,000,000

2.  Section 5 of the Agreement, captioned “Bonuses”, is modified by replacing the existing corresponding rows in the Agreement with the following three replacement rows:

Fiscal Year Ending

 

Target Bonus


 


June 30, 2007

 

$700,000

June 30, 2008

 

$800,000

June 30, 2009

 

$900,000

3.  All other provisions of the Agreement shall remain in full force and effect.


 

          IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as of the dates indicated below, the effective date of this Eighth Amendment being the 6th day of June, 2006.

 

 

COMPANY:

 

 

ATTEST:

 

MICROS SYSTEMS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

(SEAL)


 

 


 

 

 

 

 

Louis M. Brown, Jr.

 

 

 

 

 

Vice Chairman

 

 

[Corporate Seal]

 

 

 

 

 

 

 

EXECUTIVE:

 

 

WITNESS:

 

 

 

 

 

 

 

 

 

 

 


 

 


 

 

 

 

 

A. L. GIANNOPOULOS

 

 

 


 

 

Exhibit 10.1

NINTH AMENDMENT TO EMPLOYMENT AGREEMENT

          This Ninth Amendment to the Employment Agreement is effective the 17th day of November, 2006 (the “Ninth Amendment”), by and between MICROS SYSTEMS, INC., a Maryland corporation, with offices located at 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the “Company”), and A. L. GIANNOPOULOS, whose address is 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the “Executive”).

          WHEREAS, the Executive and the Company entered into an Employment Agreement dated June 1, 1995, as amended (the agreement as amended is hereinafter referred to as the “Agreement”); and

          WHEREAS, the parties hereto would like to amend the Agreement pursuant to this Ninth Amendment in an effort to induce the Executive to continue to render services to the Company for an extended term.

          NOW, THEREFORE, the Company and the Executive, for good and valuable consideration, and pursuant to the terms, conditions, and covenants contained herein, hereby agree as follows:

1.  Section 3 of the Agreement, captioned “Term”, shall be deleted in its entirety and the following new language inserted in lieu thereof:

“The term of this Agreement shall commence upon the day and year first above written (“Commencement Date”) and shall continue until June 30, 2011, unless sooner terminated, as provided herein.”

2.  Section 4 of the Agreement, captioned “Salary”, is amended by appending to the existing salary chart the following new rows:

Period

 

Salary

 


 



 

July 1, 2009 through June 30, 2010

 

$

2,000,000

 

July 1, 2010 through June 30, 2011

 

$

2,000,000

 

3.  Section 5 of the Agreement, captioned “Bonuses”, is amended by appending to the existing bonus chart the following new rows:

Fiscal Year Ending

 

Target Bonus

 


 



 

June 30, 2010

 

$

900,000

 

June 30, 2011

 

$

900,000

 

4.  The first paragraph of Section 16(c)(3) of the Agreement shall be deleted in its entirety and the following new language inserted in lieu thereof:


 

 

“Payment Upon Termination By The Company.  If the Company terminates the Executive’s employment for any reason other than Good Cause, the Executive shall be entitled to receive from the Company and the Company shall pay to the Executive in one lump sum, within fifteen (15) days following the Executive’s termination of employment, all of the salary and Target Bonus payments provided for in Sections 4 and 5 of this Agreement for the period beginning on the date of the Executive’s termination of employment and ending on June 30, 2011.”

5.        The first paragraph of Section 16(c)(4) of the Agreement shall be deleted in its entirety and the following new language inserted in lieu thereof:

 

“Payment Upon Termination By The Executive. If the Executive terminates his employment with the Company for Good Reason, other than Good Reason described in Section 16(a)(3)a), he shall be entitled to receive from the Company and the Company shall pay to the Executive in one lump sum, within fifteen (15) days following the date of the Executive’s termination of employment, all of the salary and Target Bonus payments provided for in Sections 4 and 5 of this Agreement for the period beginning on the date of the Executive’s termination and ending on June 30, 2011.  If the Executive terminates his employment with the Company for the Good Reason described in Section 16(a)(3)a), then and in such event, he shall be entitled to receive from the Company and the Company shall pay to the Executive in one lump sum, within fifteen (15) days following the date of the Executive’s termination of employment, an amount equal to the lesser of (i) all of the salary and Target Bonus payments provided for in Sections 4 and 5 of this Agreement for the period beginning on the date of the Executive’s termination and ending on June 30, 2011, or (ii) all of the salary and Target Bonus payments provided for in Sections 4 and 5 of this Agreement for the period commencing on the date of the Executive’s termination and ending on the third anniversary of the date of the Executive’s termination.”

6.        All other provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Ninth Amendment as of the dates indicated below, the effective date of this Ninth Amendment being the 17th day of November, 2006.

 

 

COMPANY:

 

 

ATTEST:

 

MICROS SYSTEMS, INC.

 

 

 

 

 

 

 

 

 

 

By:

 

 

(SEAL)


 

 


 

 

 

 

 

Louis M. Brown, Jr.

 

 

 

 

 

Vice Chairman

 

 

[Corporate Seal]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE:

 

 

WITNESS:

 

 

 

 

 

 

 

 

 

 

 


 

 


 

 

 

 

 

A. L. GIANNOPOULOS

 

 

 


 

 

TENTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

This Tenth Amendment to the Employment Agreement is effective the 12th day of June, 2008 (the “Tenth Amendment”), by and between MICROS SYSTEMS, INC., a Maryland corporation, with offices located at 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the "Company"), and A. L. GIANNOPOULOS, whose address is 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the “Executive”).

 

WHEREAS, the Executive and the Company entered into an Employment Agreement dated June 1, 1995, as amended (the agreement as amended hereinafter referred to as the “Agreement”); and

 

WHEREAS, the parties hereto would like to amend the Agreement pursuant to this Tenth Amendment.

 

NOW, THEREFORE, the Company and the Executive, for good and valuable consideration, and pursuant to the terms, conditions, and covenants contained herein, hereby agree as follows:

 

1. A new Section 28, titled “Post-Retirement Health Benefits”, shall be added to the Agreement as follows:

 

“After the termination or expiration of this Agreement, until the earlier of: (i) the latter of the death of (A) the Executive or (B) his spouse; or (ii) the tenth anniversary of the termination or expiration of this Agreement, the Executive shall continue to receive the medical coverage in effect on the date of the termination or expiration of this Agreement (or generally comparable coverage) for himself and his spouse, at the same COBRA premium rates as the Company may charge from time to time to former employees generally for such coverage; provided that in order to receive such continued coverage, the Executive (or his spouse, in the event of the Executive's death) shall be required to pay to the Company, at the same time that COBRA premium payments are due for the month, an amount equal to the full monthly COBRA premium payments required for such coverage.”

 

2. All other provisions of the Agreement shall remain in full force and effect.

 

 

 


 

 

IN WITNESS WHEREOF, the parties have executed this Tenth Amendment as of the dates indicated below, the effective date of this Tenth Amendment being the 12th day of June, 2008.

 

 

 

 

COMPANY:

 

 

ATTEST:

 

MICROS SYSTEMS, INC.

 

 

 

 

 

 

 

                

 

By: ______________________

 

(SEAL)

 

 

John G. Puente.

 

 

 

 

Chairman, Compensation Committee

 

 

[Corporate Seal]

 

 

 

 

 

 

EXECUTIVE:

 

 

WITNESS:

 

 

 

 

                        

 

               

 

 

 

 

A. L. GIANNOPOULOS

 

 

 

 

 


 

 

 

EX-10.1 2 v133344_ex10-1.htm

Exhibit 10.1

 

ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

This Eleventh Amendment to the Employment Agreement is effective the 21st day of November, 2008 (the “Eleventh Amendment”), by and between MICROS SYSTEMS, INC., a Maryland corporation, with offices located at 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the "Company"), and A. L. GIANNOPOULOS, whose address is 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (hereinafter referred to as the “Executive”).

 

WHEREAS, the Executive and the Company entered into an Employment Agreement dated June 1, 1995, as amended (the agreement as amended hereinafter referred to as the “Agreement”); and

 

WHEREAS, the parties hereto would like to amend the Agreement pursuant to this Eleventh Amendment.

 

NOW, THEREFORE, the Company and the Executive, for good and valuable consideration, and pursuant to the terms, conditions, and covenants contained herein, hereby agree as follows:

 

1. Section 3 of the Agreement, captioned “Term”, shall be deleted in its entirety and the following new language inserted in lieu thereof:

 

“The term of this Agreement shall commence upon the day and year first above written (“Commencement Date”) and shall continue until June 30, 2014, unless sooner terminated, as provided herein.”

 

2. Section 4 of the Agreement, captioned “Salary”, is amended by appending to the existing salary chart the following new rows:

 

Period

 

Salary

 

July 1, 2011 through June 30, 2012

 

$

2,000,000

 

July 1, 2012 through June 30, 2013

 

$

2,000,000

 

July 1, 2013 through June 30, 2014

 

$

2,000,000

 

 

3. Section 5 of the Agreement, captioned “Bonuses”, is amended by appending to the existing bonus chart the following new rows:

 

Fiscal Year Ending

 

Target Bonus

 

June 30, 2012

 

$

1,000,000

 

June 30, 2013

 

$

1,500,000

 

June 30, 2014

 

$

2,000,000

 

 

4. The first paragraph of Section 16(c)(3) of the Agreement shall be deleted in its entirety and the following new language inserted in lieu thereof:

 


 

“Payment Upon Termination By The Company. If the Company terminates the Executive's employment for any reason other than Good Cause, the Executive shall be entitled to receive from the Company and the Company shall pay to the Executive in one lump sum, within fifteen (15) days following the Executive's termination of employment, all of the salary and Target Bonus payments provided for in Sections 4 and 5 of this Agreement for the period beginning on the date of the Executive's termination of employment and ending on June 30, 2014.”

 

5. The first paragraph of Section 16(c)(4) of the Agreement shall be deleted in its entirety and the following new language inserted in lieu thereof:

 

“Payment Upon Termination By The Executive. If the Executive terminates his employment with the Company for Good Reason, he shall be entitled to receive from the Company and the Company shall pay to the Executive in one lump sum, within fifteen (15) days following the date of the Executive's termination of employment, all of the salary and Target Bonus payments provided for in Sections 4 and 5 of this Agreement for the period beginning on the date of the Executive's termination and ending on June 30, 2014.”

 

6. All other provisions of the Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties have executed this Eleventh Amendment as of the dates indicated below, the effective date of this Eleventh Amendment being the 21st day of November, 2008.

 

 

 

COMPANY:

 

 

ATTEST:

 

MICROS SYSTEMS, INC.

 

 

 

 

 

 

 

 

  

 

By:

   

 

(SEAL)

 

 

 

John G. Puente

 

 

 

 

 

Chairman, Compensation Committee

 

 

[Corporate Seal]

 

 

 

 

 

 

 

EXECUTIVE:

 

 

WITNESS:

 

 

 

 

 

 

 

 

 

 

 

  

 

   

 

 

 

 

A. L. GIANNOPOULOS