EXHIBIT 99.3
INTERGRAPH CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and
entered into as of the ___ day of ________, 2005 (the "Grant Date"), between
Intergraph Corporation, a Delaware corporation (the "Company" and, together with
its subsidiaries, "Intergraph"), and ______________ (the "Grantee"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms
in the Intergraph Corporation 2004 Equity Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance of
restricted shares of the Company's common stock, par value $0.10 per share (the
"Common Stock"); and
WHEREAS, pursuant to the Plan, the Committee responsible for administering
the Plan has granted an award of restricted shares to the Grantee as provided
herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant of Restricted Shares.
(a) The Company hereby grants to the Grantee an award (the
"Award") of __________ shares of Common Stock (the "Shares" or the "Restricted
Shares") on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.
(b) The Grantee's rights with respect to the Award shall remain
forfeitable at all times prior to the dates on which the restrictions shall
lapse in accordance with Sections 2 and 3 hereof.
2. Terms and Rights as a Stockholder.
(a) Except as provided herein and subject to such other exceptions
as may be determined by the Committee in its discretion, the "Restricted Period"
for 25% of the Restricted Shares granted herein shall expire on the first
anniversary of the date hereof, the "Restricted Period" for an additional 25% of
the Restricted Shares granted herein shall expire on the second anniversary of
the date hereof, the "Restricted Period" for an additional 25% of the Restricted
Shares granted herein shall expire on the third anniversary of the date hereof,
and the "Restricted Period" for the final 25% of the Restricted Shares granted
herein shall expire on the fourth anniversary of the date hereof (as such
numbers may be adjusted in accordance with Section 7 hereof).
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(b) The Grantee shall have all rights of a stockholder with
respect to the Restricted Shares, including the right to receive dividends and
the right to vote such Shares, subject to the following restrictions:
(i) the Grantee shall not be entitled to delivery of the
stock certificate for any Shares until the expiration of
the Restricted Period as to such Shares;
(ii) none of the Restricted Shares may be sold, assigned,
transferred, pledged, hypothecated or otherwise
encumbered or disposed of during the Restricted Period
as to such Shares; and
(iii) except as otherwise determined by the Committee at or
after the grant of the Award hereunder, any Restricted
Shares as to which the applicable "Restricted Period"
has not expired shall be forfeited, and all rights of
the Grantee to such Shares shall terminate, without
further obligation on the part of the Company, unless
the Grantee remains in the continuous employment of
Intergraph for the entire Restricted Period.
Any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Restricted
Shares shall be subject to the same restrictions, terms and conditions as such
Restricted Shares.
(c) Notwithstanding the foregoing, the Restricted Period shall
automatically terminate as to all Restricted Shares awarded hereunder (as to
which such Restricted Period has not previously terminated) upon the occurrence
of termination of the Grantee's employment from the Company, a Subsidiary or
Affiliate which results from Grantee's death or disability (to be determined in
the sole discretion of the Committee in accordance with then current Company
policies).
Notwithstanding the foregoing, the Restricted Period shall automatically
terminate as to a portion (to be calculated by the Committee in its sole
discretion in proportion to Grantee's length of employment during the Restricted
Period) of the Restricted Shares awarded hereunder (as to which such Restricted
Period has not previously terminated) upon the occurrence of the following
events:
(i) termination of the Grantee's employment from the
Company, a Subsidiary or Affiliate without cause (to be
determined in the sole discretion of the Committee); or
(ii) termination of the Grantee's employment from the
Company, a Subsidiary or Affiliate which results from
Grantee's retirement (to be determined in the sole
discretion of the Committee in accordance with then
current Company policy).
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3. Termination of Restrictions. At the end of the Restricted Period or
in the event of termination of Grantee's employment without cause or due to
Grantee's retirement as to any portion of the Restricted Shares (or at such
earlier time as may be determined by the Committee), or in the event of the
death or disability of Grantee as to all of the Restricted Shares, all
restrictions set forth in this Agreement or in the Plan relating to such portion
or all, as applicable, of the Restricted Shares shall lapse as to such portion
or all, as applicable, of the Restricted Shares, and a stock certificate for the
appropriate number of Shares, free of the restrictions and restrictive stock
legend, shall be delivered to the Grantee pursuant to the terms of this
Agreement.
4. Delivery of Shares.
(a) As of the date hereof, certificates representing the
Restricted Shares shall be registered in the name of the Grantee and held by the
Company or transferred to a custodian appointed by the Company for the account
of the Grantee subject to the terms and conditions of the Plan and shall remain
in the custody of the Company or such custodian until their delivery to the
Grantee as set forth in Section 4(b) hereof or their reversion to the Company as
set forth in Section 2(b) hereof.
(b) Certificates representing Restricted Shares in respect of
which the applicable Restricted Period has lapsed pursuant to this Agreement
shall be delivered to the Grantee as soon as practicable following the date on
which the restrictions on such Restricted Shares lapse.
(c) Each certificate representing Restricted Shares shall bear a
legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND
RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE INTERGRAPH
CORPORATION 2004 EQUITY INCENTIVE PLAN (THE "PLAN") AND THE
RESTRICTED SHARE AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER
OF THE RESTRICTED SHARES REPRESENTED HEREBY AND INTERGRAPH
CORPORATION (THE "COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH
TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE
POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON
FILE AT THE COMPANY.
5. Effect of Lapse of Restrictions. To the extent that the Restricted
Period applicable to any Restricted Shares shall have lapsed, the Grantee may
receive, hold, sell or
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otherwise dispose of such Shares free and clear of the restrictions imposed
under the Plan and this Agreement.
6. No Right to Continued Employment. This Agreement shall not be
construed as giving Grantee the right to be retained in the employ of
Intergraph, and Intergraph may at any time dismiss Grantee from employment, free
from any liability or any claim under the Plan but subject to the terms of the
Grantee's Employment Agreement.
7. Adjustments. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, this Award in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 6(g) of the Plan) affecting Intergraph, or the financial
statements of Intergraph, or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.
8. Amendment to Award. Subject to the restrictions contained in
Sections 4 and 5 of the Plan, the Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate,
the Award, prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would adversely affect the rights of the Grantee or any holder or
beneficiary of the Award shall not to that extent be effective without the
consent of the Grantee, holder or beneficiary affected.
9. Withholding of Taxes. If the Grantee makes an election under Section
83(b) of the Code with respect to the Award, the Award made pursuant to this
Agreement shall be conditioned upon the prompt payment to the Company of any
applicable withholding obligations or withholding taxes by the Grantee
("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will
render this Agreement and the Award granted hereunder null and void ab initio
and the Restricted Shares granted hereunder will be immediately cancelled. If
the Grantee does not make an election under Section 83(b) of the Code with
respect to the Award, upon the lapse of the Restricted Period with respect to
any portion of Restricted Shares (or property distributed with respect thereto),
the Company shall satisfy the required Withholding Taxes as set forth by
Internal Revenue Service guidelines for the employer's minimum statutory
withholding with respect to Grantee and issue vested shares to the Grantee
without Restriction. The Company shall satisfy the required Withholding Taxes by
withholding from the Shares included in the Award that number of whole shares
necessary to satisfy such taxes as of the date the restrictions lapse with
respect to such Shares based on the Fair Market Value of the Shares.
10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms and provisions thereof. The
terms of this Agreement are governed by the terms of the Plan, and in the case
of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall govern.
11. Severability. If any provision of this Agreement is, or becomes, or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to
any Person or the Award, or
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would disqualify the Plan or Award under any laws deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the
applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, Person or
Award, and the remainder of the Plan and Award shall remain in full force and
effect.
12. Notices. All notices required to be given under this Grant shall be
deemed to be received if delivered or mailed as provided for herein, to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.
To the Company: Intergraph Corporation One Madison
288 Dunlop Blvd.-Bldg. 28
Huntsville, Alabama 35824
Attn: General Counsel
To the Grantee: The address then maintained with respect
to the Grantee in the Company's records.
13. Governing Law. The validity, construction and effect of this
Agreement shall be determined in accordance with the laws of the State of
Delaware without giving effect to conflicts of laws principles.
14. Successors in Interest. This Agreement shall inure to the benefit of
and be binding upon any successor to the Company. This Agreement shall inure to
the benefit of the Grantee's legal representatives. All obligations imposed upon
the Grantee and all rights granted to the Company under this Agreement shall be
binding upon the Grantee's heirs, executors, administrators and successors.
15. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this Agreement shall be determined by the
Committee. Any determination made hereunder shall be final, binding and
conclusive on the Grantee and the Company for all purposes.
(Remainder of Page Intentionally Left Blank.)
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IN WITNESS WHEREOF, the parties have caused this Restricted Share Award
Agreement to be duly executed effective as of the day and year first above
written.
INTERGRAPH CORPORATION
By: _______________________________
Grantee:
___________________________________
Please Print
Grantee:
___________________________________
Signature
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