Attached files
| file | filename |
|---|---|
| 8-K - MICROS SYSTEMS INC | v209272_8-k.htm |
| EX-99.1 - MICROS SYSTEMS INC | v209272_ex99-1.htm |
EXHIBIT
10 – FIRST AMENDMENT TO KURDLE EMPLOYMENT AGREEMENT
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
This
First Amendment to the Employment Agreement is effective the 25th day of
January, 2011 (the “First Amendment”), by and between MICROS SYSTEMS, INC., a
Maryland corporation, with offices located at 7031 Columbia Gateway Drive, Columbia,
MD 21046 (hereinafter referred to as the “Company”), and Jennifer M.
Kurdle, whose address is
7031 Columbia Gateway Drive, Columbia, Maryland 21046 (hereinafter referred to
as the “Executive”).
WHEREAS,
the Executive and the Company entered into an Employment Agreement dated
November 19, 2005 (the “Agreement”);
WHEREAS,
the Executive agrees to the changes to the Agreement as provided in this First
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
16(a) of the Agreement shall be amended to add a new Section 16(a)(1) to read in
its entirety as follows, and the remainder of Section 16(a) of the Agreement
shall be renumbered (2) through (4) accordingly:
“(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
c)
After
January 25, 2011, 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.”
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2.
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Section
16(b)(4) of the Agreement shall be amended in its entirety to read as
follows:
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“(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.”
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3.
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A
new Section 16(b)(5) shall be added to Section 16 of the Agreement to read
as follows:
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“(5) By
the Executive After a Change in Control. At any time within the
thirty (30) day period following a Change in Control, the Executive may
terminate this Agreement with or without Good Reason.”
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4.
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Section
16(c)(3) and 16(c)(4) of the Agreement shall be amended in their entirety
to read as follows:
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“(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 Sections 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 her
employment was terminated.
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 her employment with the Company
for Good Reason, she 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 Sections 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 her employment was
terminated.
Except as
provided in clause (5) below, if the Executive terminates this Agreement for any
reason other than Good Reason, she shall be entitled to salary through the date
of termination. Any and all salary and Target Bonus payments shall
thereupon cease and terminate.”
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5.
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A
new Section 16(c)(5) shall be added to Section 16 of the Agreement to read
as follows:
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“(5)
Payment Upon Termination By The Executive After a Change in
Control. If the Executive terminates her employment with the Company
with or without Good Reason at any time within the thirty (30) day period
following a Change in Control, she 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) her highest annual base salary prior to her date of termination and (ii) her
eligible Target Bonus for the fiscal year of her termination as provided for in
Sections 4 and 5 of this Agreement.”
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6.
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All
other provisions of the Agreement shall remain in full force and
effect.
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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 25th day of
January 2011.
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COMPANY:
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ATTEST:
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MICROS
SYSTEMS, INC.
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By:
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(SEAL)
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A.L.
Giannopoulos
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Chairman,
President and Chief
Executive
Officer
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[Corporate
Seal]
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EXECUTIVE:
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WITNESS:
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JENNIFER
M. KURDLE
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