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EXHIBIT 10 MATERIAL CONTRACTS
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:
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Period Salary
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Commencement Date through June 30, 1995 $32,170
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July 1, 1995 through June 30, 1996 $203,000
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July 1, 1996 through June 30, 1997 $250,000
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July 1, 1997 through June 30, 1998 $262,500
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July 1, 1998 through June 30, 1999 $275,000
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July 1, 1999 through June 30, 2000 $445,500
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July 1, 2000 through June 30, 2001 $500,500
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July 1, 2001 through June 30, 2002 $577,500
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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:
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Fiscal Year Ending Target Bonus
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June 30, 1995 $110,000
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June 30, 1996 $120,000
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June 30, 1997 $150,000
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June 30, 1998 $163,500
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June 30, 1999 $177,000
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June 30, 2000 $250,000
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June 30, 2001 $300,000
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June 30, 2002 $350,000
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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
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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)
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Louis M. Brown, Jr.
Chairman
[Corporate Seal]
EXECUTIVE:
WITNESS:
(SEAL)
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A. L. GIANNOPOULOS
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