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EXHIBIT 10a. SECOND AMENDMENT TO CONSULTING AGREEMENT BETWEEN THE COMPANY AND
LOUIS M. BROWN JR.
SECOND AMENDMENT TO CONSULTING AGREEMENT
This Second Amendment to the Consulting Agreement is effective the 26TH
day of April, 2001 (the "Second 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 Louis M. Brown, Jr., whose address is Louis M. Brown, Jr., 4801 Maury Lane,
Alexandria, VA 22304-1909 (hereinafter referred to as the "Consultant").
WHEREAS, the Consultant and the Company entered into a Consulting
Agreement dated June 30, 1995, as amended by the First Amendment dated January
27, 1999 (the "Agreement"); and
WHEREAS, the parties hereto would like to amend the Agreement pursuant
to this Second Amendment in an effort: (i) to assure the availability of
management with industry and management expertise; (ii) to solidify the
long-term management structure of the Company; and (iii) to establish a
management succession plan that is in the best interest of the Company.
NOW, THEREFORE, the Company and the Consultant, 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 "Compensation", is amended by
deleting the compensation chart contained therein in its entirety and inserting
the following in lieu thereof:
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Period Compensation
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July 1, 1995 through June 30, 1996 $150,000
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July 1, 1996 through June 30, 1997 $160,000
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July 1, 1997 through June 30, 1998 $170,000
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July 1, 1998 through June 30, 1999 $180,000
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July 1, 1999 through June 30, 2000 $190,000
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July 1, 2000 through June 30, 2001 $210,000
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July 1, 2001 through June 30, 2002 $230,000
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July 1, 2002 through June 30, 2003 $250,000
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July 1, 2003 through June 30, 2004 $250,000
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July 1, 2004 through June 30, 2005 $250,000
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3. Section 5 of the Agreement, captioned "Bonuses", is amended by deleting
the target bonus chart contained therein in its entirety, and inserting the
following in lieu thereof:
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Fiscal Year Ending Target Bonus
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June 30, 1996 $70,000
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June 30, 1997 $80,000
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June 30, 1998 $90,000
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June 30, 1999 $100,000
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June 30, 2000 $110,000
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June 30, 2001 $130,000
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June 30, 2002 $150,000
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June 30, 2003 $150,000
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June 30, 2004 $150,000
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June 30, 2005 $150,000
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4. The first paragraph of Section 13(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
this Agreement for any reason other than Good Cause, the Consultant
shall be entitled to receive from the Company and the Company shall pay
to the Consultant in one lump sum, within fifteen (15) days following
the termination of this Agreement, all of the compensation and Target
Bonus payments provided for in Sections 4 and 5 of this Agreement for
the period beginning on the date of the termination of the Agreement
and ending on June 30, 2005."
5. The first paragraph of Section 13(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 Consultant. If the Consultant
terminates this Agreement for Good Reason, other than Good Reason
described in Section 13(a)(3)a), he shall be entitled to receive from
the Company and the Company shall pay to the Consultant in one lump
sum, within fifteen (15) days following the date of the Consultant's
termination of this Agreement, all of the compensation and Target Bonus
payments provided for in Sections 4 and 5 of this Agreement for the
period beginning on the date of the Consultant's termination of this
Agreement and ending on June 30, 2005. If the Consultant terminates
this Agreement for the Good Reason described in Section 13(a)(3)a),
then and in such event, he shall be entitled to receive from the
Company and the Company shall pay to the Consultant in one lump sum,
within fifteen (15) days following the date of the Consultant's
termination of this Agreement, an amount equal to the lesser of (i) all
of the compensation and Target Bonus payments provided for in Sections
4 and 5 of this Agreement for the period beginning on the date of the
Consultant's termination and ending on June 30, 2005, or (ii) all of
the compensation and Target Bonus payments provided for in Sections 4
and 5 of this Agreement for the period commencing on the date of the
Consultant's termination and ending on the third anniversary of the
date of the Consultant's termination."
6. 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 26TH day of April 2001.
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COMPANY:
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ATTEST: MICROS SYSTEMS, INC.
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By: (SEAL)
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A. L. Giannopoulos
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President and Chief Executive Officer
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[Corporate Seal]
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CONSULTANT:
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WITNESS:
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(SEAL)
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Louis M. Brown, Jr.
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