Contents:

Employment Agreement

First Amendment to Employment Agreement

Second Amendment to Employment Agreement

Third Amendment to Employment Agreement

Fourth Amendment to Employment Agreement

Fifth Amendment to Employment Agreement

Sixth 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

Twelfth Amendment to Employment Agreement

Thirteenth Amendment to Employment Agreement

Employment Agreement- Altabef

 

 

                              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

 

 

 

EX-99.1 3 w65900exv99w1.htm FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

Exhibit 99.1

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

     This Fifth Amendment to the Employment Agreement is effective the 15th day of November, 2002 (the “Fifth 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, the Third amendment dated September 8, 1999, and the Fourth Amendment dated November 19, 2001 (the agreement as amended hereinafter referred to as the “Agreement”); and

     WHEREAS, the parties hereto would like to amend the Agreement pursuant to this Fifth 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, 2007, 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, 2005 through June 30, 2006

 

 

$1,000,000

 

July 1, 2006 through June 30, 2007

 

 

$1,000,000

 

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, 2006

 

 

$600,000

 

June 30, 2007

 

 

$600,000

 

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, 2007.”

 


 

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, 2007. 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, 2007, 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 Fifth Amendment as of the dates indicated below, the effective date of this Fifth Amendment being the 15th day of November, 2002.

 

 

 

 

 

 

 

 

 

COMPANY:

 

 

ATTEST:

 

MICROS SYSTEMS, INC.

 

 

 

 


 

By:

 

/s/ Louis M. Brown, Jr.


Louis M. Brown, Jr.
   Vice Chairman

 

(SEAL)


 

[Corporate Seal]

 

 

 

 

 

 

 

 

 

EXECUTIVE:

 

 


 

 

 

 

 

 

 

WITNESS:

 

 

 

 

 

 

 

 


 

/s/ A.L. Giannopoulos


A. L. GIANNOPOULOS

 

 

 

 


 

 

Exhibit 10a

SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT

     This Sixth Amendment to the Employment Agreement is effective the 28th day of January, 2004 (the “Sixth 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 by the First Amendment dated February 6, 1997, the Second Amendment dated February 1, 1998, the Third amendment dated September 8, 1999, the Fourth Amendment dated November 19, 2001, and the Fifth Amendment dated November 15, 2002 (the agreement as amended hereinafter referred to as the “Agreement”); and

     WHEREAS, the parties hereto would like to amend the Agreement pursuant to this Sixth 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, 2009, 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, 2007 through June 30, 2008

 

$

1,250,000

 

July 1, 2008 through June 30, 2009

 

$

1,500,000

 

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, 2008

 

$

600,000

 

June 30, 2009

 

$

750,000

 

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, 2009.”

22


 

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, 2009. 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, 2009, 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 Sixth Amendment as of the dates indicated below, the effective date of this Sixth Amendment being the 28th day of January, 2004.

 

 

 

 

 

 

 

 

COMPANY:

 

 

 

 

ATTEST:

MICROS SYSTEMS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Louis M. Brown, Jr.

 

(SEAL)

 


 


 

 

 

 

 

 

Louis M. Brown, Jr.

 

 

 

 

 

 

Vice Chairman

 

 

 

 

[Corporate Seal]

 

 

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE:

 

 

 

 

 

 

 

 

 

 

 

WITNESS:

 

 

 

 

 

 

 

/s/

  A.L. Giannopoulos

 

 


 


 

 

 

 

 

 

A. L. GIANNOPOULOS

 

 

23

 

 

 

 

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

 

 

 


 

 

 

EX-10.1 2 v195387_ex10-1.htm

Exhibit 10.1

 

TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

This Twelfth Amendment to the Employment Agreement is effective the 24th day of August, 2010 (the “Twelfth 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 Twelfth 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 5 of the Agreement, captioned “Bonuses”, is deleted in its entirety and the following inserted in lieu thereof:

 

“5.  Bonuses.  In addition to his salary, the Executive shall be eligible to earn a bonus for each fiscal year during the term hereof.  The Executive’s bonus (the “Target Bonus”)  for fiscal year 2010 and each fiscal year thereafter during the term hereof shall equal 100% of the Executive’s base pay for such corresponding fiscal year, provided: (i) the objectives of the Executive (“Objectives”) for such fiscal year, as determined by the Board of Directors, are satisfied; and (ii)  the bonus may be increased for any fiscal year in which the Company’s performance exceeds Objectives or decreased for any fiscal year in which the Company’s performance falls below Objectives.”

 

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

 

IN WITNESS WHEREOF, the parties have executed this Twelfth Amendment as of the dates indicated below, the effective date of this Twelfth Amendment being the 24th day of August, 2010.

 

 

 

COMPANY:

 

 

ATTEST:

 

MICROS SYSTEMS, INC.

 

 

 

 

 

 

 

  

 

By:

   

 

(SEAL)

 

 

 

John G. Puente.

 

 

 

 

 

Chairman, Compensation and Nominating Committee

 

 

[Corporate Seal]

 

 

 

 

 

 

EXECUTIVE:

 

 

WITNESS:

 

 

 

 

  

 

   

 

 

 

 

A. L. GIANNOPOULOS

 

 

 

 

 

 


 

 

 

 

EX-10.1 2 v331862_ex10-1.htm EXHIBIT 10.1

THIRTEENTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

          This Thirteenth Amendment (the “Thirteenth Amendment”) to the Employment Agreement is effective the __ day of December, 2012 (the “Thirteenth Amendment Effective Date”), 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 Executive and the Company would like to amend the Agreement as provided in this Thirteenth Amendment to comply with section 409A of the Internal Revenue Code of 1986, as amended, pursuant to the correction procedures set forth in Section VIII of Internal Revenue Service Notice 2010-6.

 

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 16(c) of the Agreement is amended to add the following sentence to the end of subsection (c): “Notwithstanding anything to the contrary herein, the payments provided in this subsection (c) shall be subject to Section 29, including, without limitation, the payment delay required under section 409A of the Internal Revenue Code for ‘specified employees,’ to the extent applicable.”

 

2.          The Agreement shall be amended to add a new Section 29 to read in its entirety as follows:

 

“29. Section 409A of the Code.

 

(a) Interpretation. Notwithstanding any other provisions in this Agreement, this Agreement is intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended, and its corresponding regulations (“Section 409A”), to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement that are deferred compensation subject to Section 409A may only be made upon a “separation from service” under Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A. No action or failure to act pursuant to this Section shall subject the Company or any affiliate thereof to any claim, liability, or expense, and neither the Company nor any affiliate thereof shall have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A.

 

1

 

 

 

(b) Payment Delay.

 

(1) Notwithstanding anything in the Agreement to the contrary, including Section 16 of the Agreement, in no event may severance payments provided for therein upon a termination of employment commence to be paid prior to the date that is eighteen (18) months following the Thirteenth Amendment Effective Date (the “Delayed Commencement Date”); provided, however, if at the time of the Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and the Executive is a “specified employee” (as defined in Section 409A and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then, if required under Section 409A, such severance payments shall not commence until the date that is six (6) months following the Executive’s date of termination, if such date is later than the Delayed Commencement Date.

 

(2) Subject to subsection (1), if at the time of the Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and the Executive is a “specified employee” (as defined in Section 409A and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of payments that are determined to be deferred compensation subject to Section 409A that are payable within the six (6) month period following the Executive’s date of termination with the Company (or any successor thereto) for six (6) months following the Executive’s date of termination with the Company (or any successor thereto). The delayed amount shall be paid in a lump sum to the Executive within ten (10) days following the date that is six (6) months following the Executive’s date of termination with the Company (or any successor thereto) and any amounts payable after such six (6) month period shall be paid to the Executive in accordance with the original schedule. If the Executive dies during such six (6) month period and prior to the payment of the delayed amount, such delayed amount shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the Executive’s death.

 

(3) In the event of any delay in payment under this subsection (b) upon the Executive’s termination of employment, the amount delayed shall accrue interest, at the prime rate (as stated in The Wall Street Journal) in effect on the Executive’s termination date, until the payment date for such delayed amount.”

 

2

 

 

 

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

 

IN WITNESS WHEREOF, the parties have executed this Thirteenth Amendment as of the dates indicated below, the effective date of this Thirteenth Amendment being the Thirteenth Amendment Effective Date.

 

 

 

COMPANY:

 

 

ATTEST:

 

MICROS SYSTEMS, INC.

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

(SEAL)

 

 

 

John G. Puente.

 

 

 

 

 

Chairman, Compensation and Nominating Committee

  

 

[Corporate Seal]

 

 

 

 

 

 

EXECUTIVE:

 

 

WITNESS:

 

 

 

 

 

 

 

 

 

 

 

 

 

A. L. GIANNOPOULOS

 

 

 

 

 

3

 

 

 

 

 

EX-99.1 2 v329903_ex99-1.htm EXHIBIT 99.1

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 3 day of December, 2012 (the “Effective Date”), by and between MICROS SYSTEMS, INC., a Maryland corporation, with offices located at 7031 Columbia Gateway Drive, Columbia, Maryland 21046 (hereinafter referred to as the “Company”), and Peter Altabef (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; and

 

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.

 

2. Duties. During the term of employment, the Executive shall serve as President and Chief Executive Officer, and he shall perform such other reasonable duties as the Board of Directors of the Company may assign, from time to time. The Executive shall also be elected to and serve as a member of the Board of Directors of the Company until the next annual shareholder meeting.

 

3. Term. The term of this Agreement shall commence upon January 2, 2013, and shall expire on June 30, 2015. Notwithstanding the above, the term of this Agreement shall be automatically extended for an additional three-year period until June 30, 2018, unless written notice is given by either party to the other party on or before March 1, 2015, pursuant to which a party states that it elects not to renew automatically the Agreement for an additional three-year renewal term. In the event a notice of non-renewal is tendered in accordance with the terms hereof, the Agreement shall continue until the end of the then existing term, unless otherwise terminated as provided hereinbelow.

 

4. Salary. The Executive’s annual base salary shall be $950,000, payable in equal bi-weekly installments. The Executive’s salary shall not be reduced during the term hereof, and shall be increased during the term hereof in a manner no less favorably and at increments no less frequently than those increases accorded to similarly situated Company executives.

 

1

 

 

 

5. Bonuses. In addition to his salary, the Executive shall be entitled to receive a bonus for each fiscal year hereunder, or portion thereof, in an amount not less than $950,000, which shall not be reduced and shall be increased during the term hereof in a manner no less favorably and at increments no less frequently than those increases accorded to similarly situated Company executives (the “Target Bonus”). The Executive’s Target Bonus for each fiscal year, or portion of a fiscal year, shall be due and payable if the fiscal year bonus objectives of the Executive (“Objectives”), as reasonably determined by the Board of Directors of the Company prior to the commencement of each such fiscal year, are met; provided, however, 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 250% of Target Bonus. 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.

 

6. Stock Option. On the first Company authorized grant date after the date of this Agreement, the Company shall grant to the Executive a stock option to purchase 120,000 shares (the “Initial Grant”) of common stock of the Company (“Common Stock”) for such consideration and in such amounts as is consistent with the terms of the Company 1991 Stock Option Plan or a successor employee stock option plan. The parties agree that the option agreement for this Initial Grant shall be in the form attached hereto as Exhibit A. Provided that the Company has received the approval of its shareholders to authorize the issuance of no fewer than 1,200,000 shares of Common Stock under the Company 1991 Stock Option Plan or a successor employee stock option plan in fiscal year 2014, the Company shall grant to the Executive the right to purchase additional Common Stock in accordance with the terms of the Company’s 1991 Stock Option Plan or a successor employee stock option plan in an amount not less than the Initial Grant, consistent with the Company’s policy with respect to the grant of options to Company senior executives. Notwithstanding the right herein granted, the Company’s obligation to grant to the Executive the right to purchase the additional Common Stock shall not arise until such time as shares of Common Stock are 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 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.

 

2

 

 

 

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. 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.

 

(b) Dental insurance.

 

(c) Group term life insurance.

 

(d) Long-term disability insurance.

 

9. Vacation Leave, etc.

 

(a) Vacation Leave. The Executive shall be entitled to vacation each year in a manner no less favorable than that accorded to similarly situated Company executives. 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.

 

(c) Moving Expenses. The Company shall reimburse Executive up to $50,000 for moving and any other costs and expenses incurred by Executive or his family in connection with obtaining housing in the Baltimore-Washington metropolitan area (the “Moving Expenses”). In addition to the reimbursement of the Moving Expenses, the Company shall reimburse Executive’s reasonable costs and expenses of three trips for Executive and his wife between Dallas, Texas and Columbia, Maryland for the purpose of selecting housing in the Baltimore-Washington metropolitan area.

 

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 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.

3

 

 

 

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 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 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, unless the Company shall so otherwise consent in writing.

 

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.

 

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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. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive’s continued service as a director on the board of directors of Belo Corp., a member of the board of managers of Merit Energy Company, LLC, and an advisory director or director of Petrus Trust Company, LTA.

 

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.

 

16. Termination of Employment.

 

(a) Certain Defined Terms.

 

(1) “Change in Control” shall mean the occurrence of any of the following events:

 

(a) Any “person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the voting power of the then outstanding securities of the Company; provided that a Change in Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such stockholders to more than 60% of all votes to which all stockholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote);

 

(b) The consummation of (i) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more than 60% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), or where the members of the Company’s Board of Directors, immediately prior to the merger or consolidation, would not, immediately after the merger or consolidation, constitute a majority of the board of directors of the surviving corporation, (ii) a sale or other disposition of all or substantially all of the assets of the Company, or (iii) a liquidation or dissolution of the Company; or

 

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(c) After the Effective Date, directors are elected such that a majority of the new members of the Company’s Board of Directors shall be different than the directors who were members of the Company’s Board of Directors immediately prior to the election or nomination, unless the election or nomination for election of each new director who was not a director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.

 

(2) “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.

 

(3) “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; (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; or (iii) the material, repeated and documented failure by the Executive over a six (6) consecutive month period to perform substantially his duties and responsibilities hereunder in accordance with reasonable business practices and expectations, which such failure is not remedied within ninety (90) days after receipt of written notice from the Company of such failure to perform.

 

(4) “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 (if inconsistent with the terms of Section 5 above) or fringe benefits, without the express written consent of the Executive; or

 

(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.

 

(5) “Termination of Employment” shall mean a “separation from service” as such term is defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder.

 

(b) Termination Events.

 

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(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 Unrelated to a Change in Control. 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, other than, in either case, that provided in clause (5) below.

 

(4) By the Executive for Good Reason or Other Reasons Unrelated to a Change in Control. The Executive may terminate this Agreement (i) for Good Reason or (ii) upon fifteen (15) days prior written notice, for any other reason, other than, in either case, that provided in clause (5) below.

 

(5) By the Company without Good Cause or by the Executive for Good Reason After a Change in Control. At any time within the two-year period following a Change in Control, the Company may terminate this Agreement without Good Cause or the Executive may terminate this Agreement for Good Reason.

 

(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. Except as provided in clause (5) below, 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, the sum of (i) all of the salary payments provided for in Section 4 of this Agreement for the period beginning on the date of the Executive’s Termination of Employment and through the expiration date of the Agreement, as amended; and (ii) three times the eligible Target Bonus for the fiscal year in which his employment was terminated.

 

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If the Company terminates Executive’s employment for Good Cause, the Executive shall be entitled to 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. Except as provided in clause (5) below, 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, the sum of (i) all of the salary payments provided for in Section 4 of this Agreement for the period beginning on the date of the Executive’s Termination of Employment and through the expiration date of the Agreement, as amended; and (ii) three times the eligible Target Bonus for the fiscal year in which his employment was terminated.

 

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.

 

(5) Payment Upon Termination By The Company without Good Cause or By the Executive for Good Reason After a Change in Control. If the Company terminates the Executive’s employment with the Company for any reason other than Good Cause, or the Executive terminates his employment with the Company for Good Reason, in either case, at any time within the two year period following a Change in Control, 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, 2.99 times the sum of (i) his highest annual base salary prior to his date of termination; and (ii) his eligible Target Bonus for the fiscal year of his termination as provided for in Section 5 of this Agreement. In addition, for a period of thirty-six (36) months following the date of the Executive’s termination, the Executive shall continue to receive the medical and dental coverage in effect as of the date of the Executive’s termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, at the same premium rates as may be charged from time to time for employees of the Company generally, as if the Executive had continued in employment during such period.

 

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 agreement to observe such restrictions forms a material part of the consideration for this Agreement and his employment by the Company.

 

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18. Indemnification. The Company agrees to indemnify and defend the Executive for any and all actions taken in the performance of his duties and responsibilities under this Agreement to the fullest extent required and/or permitted by the Company’s Certificate of Incorporation, its Bylaws, the General Corporation Law of the State of Maryland, any applicable statute or common law, or any applicable insurance policy.

 

19. Attorneys’ Fees. The Company shall reimburse the Executive for all reasonable attorneys’ fees incurred by the Executive in connection with entering into this Agreement, subject to a cap of $20,000.

 

20. Compliance with Section 409A of the Code.

 

(a) General Suspension of Payments. If the Executive is a “specified employee,” as such term is defined within the meaning of Section 409A of the Code, any payments or benefits payable or provided as a result of the Executive’s Termination of Employment that are subject to Section 409A of the Code and would otherwise be paid or provided prior to the expiration of the six month period following such termination (other than due to death) shall instead be paid or provided on the earliest of (1) the six months and one day following the Executive’s termination, (2) the date of the Executive’s death, or (3) any date that otherwise complies with Section 409A of the Code. In the event that the Executive is entitled to receive payments during the suspension period provided under this Section, the Executive shall receive the accumulated benefits that would have been paid or provided under this Agreement within the suspension period on the earliest day that would be permitted under Section 409A of the Code. In the event of any delay in payment under this provision, the deferred amount shall bear interest at the prime rate (as stated in the Wall Street Journal) in effect on his termination date until paid.

 

(b) Reimbursement Payments. The following rules shall apply to payments of any amounts under this Agreement that are treated as “reimbursement payments” under Section 409A of the Code: (1) the amount of expenses eligible for reimbursement in one calendar year shall not limit the available reimbursements for any other calendar year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code); (2) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (3) the Executive’s right to such reimbursement payments shall not be subject to liquidation or exchange for any other payment or benefit.

 

21. 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.

 

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22. 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.

 

23. 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.

 

24. 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.

 

25. Entire Agreement. This Agreement contains the entire agreement of the parties and may not be amended, modified or terminated except by a written instrument executed by both parties hereto.

 

26. Captions. Paragraph captions shall be used exclusively for purposes of reference and shall not be considered part of the substantive agreement of the parties.

 

27. 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.

 

28. 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.

 

29. 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.

 

30. 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.

 

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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.

 

 

 

 

 

 

 

 

 

By:

                 

 

(SEAL)

 

 

A.L. GIANNOPOULOS

  

 

 

 

Chairman, President, and Chief Executive Officer

  

 

[Corporate Seal]

 

 

 

 

 

 

EXECUTIVE:

 

 

WITNESS:

 

PETER ALTABEF

 

 

 

  

 

 

 

 

 

 

 

 

 

 

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Exhibit A

Form of NonQualified Stock Option Agreement

 

 

NONQUALIFIED

 

STOCK OPTION AGREEMENT

 

pursuant to the

 

MICROS SYSTEMS, INC.

 

1991 STOCK OPTION PLAN

 

 

STOCK OPTION AGREEMENT (the “Agreement”), dated as of _______, between MICROS SYSTEMS, INC., a Maryland corporation (the “Company”), and PETER ALTABEF (the “Optionee”).

 

In accordance with the terms of the Micros Systems, Inc. 1991 Stock Option Plan (the “Plan”), the Company hereby grants to the Optionee a nonqualified stock option (the “Option”) to purchase all or any part of an aggregate of 120,000 shares of the $.0125 par value Common Stock of the Company (“Shares”). None of the Options granted hereunder shall be deemed to be incentive stock options in accordance with Section 422 of the Internal Revenue Code of 1986, as amended. 

 

To evidence the Option and to set forth its terms and conditions, the Company and the Optionee hereby agree as follows:

 

1.

Exercise Price

 

The exercise price of the Option shall be $____ per Share.

 

2.

Medium and Time of Payment

 

The exercise price of the Option shall be payable in United States dollars and may be paid in cash or by certified or cashier’s check, payable to the order of the Company. In addition, the Company shall accept full or partial payment in shares of the Company’s Common Stock, which shall be valued at fair market value on the day of exercise.

 

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Payment in full shall be required before the issuance of any Shares pursuant to this Option. In addition, any required withholding tax shall be paid by the Optionee in full in cash or by certified or cashier’s check at the time any part of the Option is exercised.

 

3.

Term and Exercise of the Option

 

The Option shall expire ten (10) years from the date of this Agreement (______________) and may be exercised at any time in whole or in part during its term as follows:

 

(a) On the first anniversary of this Agreement, the Optionee may exercise the Option with respect to one-third of the Shares covered by the Option. On the second anniversary of this Agreement, the Optionee may exercise the Option with respect to an additional one-third of the Shares covered by the Option. On the third anniversary of this Agreement, the Option becomes fully exercisable. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR THE PLAN, IN THE EVENT OF A “CHANGE IN CONTROL” AS DEFINED IN THE EMPLOYMENT AGREEMENT DATED __________ BETWEEN OPTIONEE AND THE COMPANY, AS SUCH EMPLOYMENT AGREEMENT MAY BE AMENDED FROM TIME TO TIME, ALL OF THE OPTIONS GRANTED TO OPTIONEE UNDER THIS AGREEMENT SHALL BECOME FULLY EXERCISABLE AS OF THE DATE OF THE CHANGE IN CONTROL.

 

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(b) To the extent not exercised, an installment shall accumulate and be exercisable by the Optionee in whole or in part in any subsequent year during the term of the Option.

 

(c) The minimum number of Shares for which the Option may be exercised is 100, unless the number of Shares exercisable is less than 100.

 

The Option may be exercised by written notice to the Company at its principal office indicating the number of Shares that are being purchased. Such notice shall be signed by the Optionee and shall be accompanied by full payment of the exercise price.

 

4.

Issuance of Shares of Common Stock

 

Certificates for Shares shall be issued upon the exercise of this Option only when all necessary action shall have been taken by the Company to render the Common Stock, when issued, validly issued, fully paid and non-assessable.

 

5.

Non-transferability

 

This Option shall be exercisable only by the Optionee during the Optionee’s lifetime and shall not be assignable or transferable by the Optionee other than by will or the laws of descent and distribution.

 

6.

Rights upon the Optionee’s Death

 

On or after the first anniversary of this Agreement, if the Optionee dies while an employee (or while serving as a non-employee director) but while he still has the right to exercise this Option, the Option shall become fully exercisable and his estate shall have the right within a period of one (1) year following the date of such death to exercise the Option but not after the expiration of the term of the Option. The Optionee’s “estate” shall mean his legal representative upon his death or the person who acquires the right to exercise the Option by reason of the Optionee’s death.

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7.

Rights upon a Termination of Employment on Account of Disability

 

On or after the first anniversary of this Agreement, the Optionee may exercise this Option within one (1) year after the date of his termination of employment (or service as a non-employee director) on account of “disability” but not after the expiration of the term of the Option. The Option shall become fully exercisable as of the date of termination. If the Optionee dies during such one-year period, the Optionee’s estate (as defined in Section 6) shall have the right to exercise the Option during the remainder of the one-year period but not after the expiration of the term of the Option. For purposes of this Agreement, termination on account of “disability” means termination pursuant to the Company’s long-term disability plan (for optionees who are employees) and as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

 

8.

Rights upon Retirement

 

On or after the first anniversary of this Agreement, if the Optionee’s employment terminates on account of “retirement”, the Option shall become fully exercisable and the Optionee may exercise this Option within the three-month period following retirement but not after the expiration of the term of the Option. If the Optionee dies during such three-month period, the Optionee’s estate (as defined in Section 6) shall have the right to exercise the Option during the period ending on the first anniversary of the Optionee’s retirement but in no event after the expiration of the term of the Option. For purposes of this Agreement, “retirement” means retirement at age 62 or otherwise in accordance with the Company’s policies.

 

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9.

Rights upon Termination of Employment

 

If the Optionee’s employment (or service as a non-employee director) is terminated for any reason other than death, disability or retirement, including without limitation the sale of a subsidiary for which the Optionee was and continues to be an employee, the Optionee (or the Optionee’s estate (as defined in Section 6) may, within the 30-day period following termination, exercise the Option to the extent exercisable at termination but in no event after the expiration of the term of the Option. Notwithstanding the foregoing, if the Optionee’s termination is on account of misconduct or any act that is adverse to the Company, the Option shall expire as of the date of termination. Additionally, the Company shall have the sole and absolute right to cancel the Option, and this Option shall expire in full, if the Optionee: (i) is convicted of, or enters a plea of nolo contendere to, a felony; (ii) breaches any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Optionee for the benefit of the Company; or (iii) operates, develops, engages in or accepts employment (or consulting work), owns a material interest in, or otherwise gives assistance to, any person, firm or corporation engaged in the ownership or management of a business substantially similar to that of, or in competition with the Company or its affiliates. Further, if it is determined that the Optionee has engaged in any of the above conduct at any time in the 12-month period following the exercise of the Option hereunder, the Optionee shall return, and the Company shall have the right to recover and collect, any and all gains and profits the Optionee has realized or recognized in connection with the exercise of the Option hereunder. The good faith determination by the Board of Directors (or any committee to which the Board of Directors has delegated the administration of the Option Plan) as to whether the Option shall be cancelled or as to whether gains must be returned shall be final and binding for all purposes hereunder.

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10.

Recapitalizations, Mergers, Consolidations, and Similar Transactions

 

(a) If the Shares, as presently constituted, shall be changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split, reverse split, combination of shares, or otherwise) or if the number of such Shares shall be increased through the payment of a share dividend, the Optionee shall have the right to receive upon exercise of the Option the number and kind of shares or other securities into which each outstanding Share shall be so changed, or for which each such Share shall be exchanged, or to which each such Share shall be entitled, as the case may be. The option exercise price and other terms of the Option shall be appropriately amended to reflect the foregoing events. If there shall be any other change in the number or kind of outstanding Shares, or of any shares or other securities into which such Shares shall have been changed, or for which such Shares shall have been exchanged, then, if the Board of Directors, in its sole discretion, determines that such change equitably requires an adjustment in the Option, such adjustment shall be made in accordance with such determination. Notice of any adjustment shall be given by the Company to the Optionee.

 

(b) Fractional Shares resulting from any adjustment pursuant to Section 10 shall be eliminated at the time of exercise by rounding-down for fractions less than one-half (½) and rounding-up for fractions equal to or greater than one-half (½). No cash settlements shall be made with respect to fractional Shares eliminated by rounding.

 

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(c) Upon dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation in which the Company is not the surviving corporation, or upon the sale of substantially all of the property of the Company to another corporation, the Plan and this Option shall terminate, unless provision is made in connection with such transaction for the assumption of this Option or the substitution of this Option, with appropriate adjustment as to the number and kinds of shares and the per share exercise price. Upon such termination, this Option shall become exercisable in full for at least 30 days before the termination date whether or not otherwise exercisable during such period but not after the term of the Option.

 

11.

No Limitation on Rights of the Company

 

The grant of this Option shall not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

 

12.

Rights as a Stockholder

 

The Optionee or a transferee upon the Optionee’s death shall have no rights as a stockholder with respect to any Shares covered by the Option until the date as of which a stock certificate is issued following exercise of the Option. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is before the date on which such stock certificate is issued.

 

13.

Compliance with Securities Laws

 

The exercise of the Option and the transfer of any Shares pursuant to such exercise are subject in all respects to all federal securities laws and applicable State securities laws. No exercise or transfer shall be effected if, in the Company’s (or counsel for the Company) opinion, any such law will be violated. The Optionee agrees that upon the exercise of the Option the Shares acquired will be acquired by the Optionee for investment only and not with a view to distribution, and the Optionee will execute an investment letter (substantially in the form annexed hereto as Exhibit A) before receiving the Shares if requested to do so by the Company.

 

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If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law or the consent or approval of any governmental regulatory body is necessary as a condition of, or in connection with, the issuance of Shares hereunder, the Option may not be exercised unless such listing, registration, qualification, consent or approval shall have been effected. Without limiting the foregoing, the Option shall not be exercised until a registration of the Shares has been effected under the Securities Act of 1933, as amended, unless, in the opinion of counsel for the Company, such registration is not required under such Act. Any stock certificates issued upon the exercise of the Option may bear an appropriate restrictive legend, if deemed necessary by the Company, and shall be subject to stop-transfer orders and other restrictions as the Company deems advisable. Anything herein contained to the contrary, any restrictions on resale or the distribution of the Shares will be deemed removed and inoperative upon registration of the Company’s Common Stock under the Securities Act of 1933, as amended.

 

14.

No Obligation to Exercise Option

 

The granting of the Option shall impose no obligation upon the Optionee to exercise the Option.

 

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15.

Agreement Not a Contract of Employment

 

This Agreement is not a contract of employment, and the terms of employment of the Optionee shall not be affected in any way by this Agreement except as specifically provided therein. The execution of this agreement shall not be construed as conferring any legal rights upon the Optionee for a continuation of employment, nor shall it interfere with the right of the Company or any subsidiary to discharge the Optionee and to treat him without regard to the effect that such treatment might have upon him as an Optionee.

 

16.

Notice

 

Notice to the Company shall be deemed given if in writing and mailed to the Company to the attention of the Corporate Secretary, 7031 Columbia Gateway Drive, Columbia, MD 21046, by registered or certified mail, return receipt requested.

 

17.

Governing Law

 

Except to the extent preempted by Federal law, this Agreement shall be construed and enforced in accordance with, and governed by, the laws of Maryland.

 

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IN WITNESS WHEREOF, the Company and the Optionee have duly executed this Agreement.

 

 

 

 

 

Peter Altabef

 

Date

 

 

Optionee

 

 

 

 

BY SIGNING ABOVE, OPTIONEE ACKNOWLEDGES THAT HE/SHE HAS REVIEWED THE PROSPECTUS FOR THE MICROS SYSTEMS, INC. 1991 STOCK OPTION PLAN, WHICH IS AVAILABLE THROUGH THE COMPANY INTRANET [CURRENTLY, UNDER POLICIES & PROCEDURES: STOCK OPTION PLAN]. PAPER COPIES OF THE DOCUMENT ARE AVAILABLE UPON REQUEST. OPTIONEE IS ALSO ENCOURAGED TO REVIEW THE 1991 STOCK OPTION PLAN ITSELF, WHICH IS AN EXHIBIT TO THE PROSPECTUS, AND THE MOST RECENT QUARTERLY AND ANNUAL REPORTS FILED BY THE COMPANY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”), ALL OF WHICH ARE ACCESSIBLE FROM A LINK AT THE SAME INTRANET LOCATION, THROUGH THE SEC’S WEBSITE (http://www.sec.gov), AND ALSO THROUGH THE COMPANY’S WEBSITE (http://www.micros.com).

 

 

 

 

MICROS SYSTEMS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

 

 

A. L. Giannopoulos

 

Date

 

 

Chairman

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

SEAL

Kimberly A. Marin

 

Date

 

 

Executive Assistant

 

 

 

 

 

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