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Exhibit (e)(19)
NON-COMPETITION/NO-SOLICITATION AGREEMENT
BY
JEFF D. TROM
This Non-Competition/No-Solicitation Agreement ("Agreement") is entered
into as of September 5, 2000, by and between Jeff D. Trom ("Employee") and
Engineering Animation, Inc. ("EAI"), a Delaware corporation.
1. BACKGROUND
A. Effective January 1, 1996, Employee entered into an Employment
Agreement, as amended pursuant to Amendment No. 1 thereto on January 1,
2000 (collectively, the "Employment Agreement"), between himself and
EAI.
B. By agreement dated September 5, 2000, Unigraphics Solutions Inc. and
its acquisition subsidiary (collectively, "UGS") have entered into an
Agreement and Plan of Merger (the "Merger Agreement") wherein UGS will
offer to purchase the outstanding common shares of EAI in accordance
with the terms of the Merger Agreement and associated agreements.
C. As a condition and inducement to UGS entering into the Merger
Agreement, the Employee has agreed to enter into new agreements, or to
amend his current Employment Agreement and other similar agreements, to
agree, among other things, not compete with business of EAI and its
subsidiaries and not to solicit or to hire current or former EAI/ UGS
employees for a period of 12 months following the termination of
Employee's employment with EAI and/or UGS.
2. AGREEMENT
A. Notwithstanding anything to the contrary in Employment Agreement or
any other agreement, the Employee agrees that the Restrictive Covenants
set forth in Section 7 of the Employment Agreement shall remain in
force and effect, and Employee shall comply with such Section 7
obligations for (i) a period of 12 months after Employee's termination
of employment, for any reason whatsoever, from EAI or (ii), if Employee
accepts employment with UGS at the close of the transaction
contemplated by the Merger Agreement, a period of 12 months after
Employee's termination of employment, for any reason whatsoever, from
UGS or any of its subsidiaries, affiliates, or successors.
B. The last paragraph of Section 7 and Section 12(c) of the Employment
Agreement are hereby deleted in their entirety.
C. Employee shall remain subject to Sections 8, 9, and 10 of the
Employment Agreement in accordance with their terms.
D. If the merger contemplated in the Merger Agreement fails to close for
any reason whatsoever, this Agreement shall be deemed to be null and
void.
E. This Agreement supercedes all other agreements to the contrary.
F. The Employee agrees that the consideration for this Agreement,
including, as applicable, continuation of employment with UGS/EAI,
monetary and other inducements to remain
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employed by UGS/EAI, and UGS' agreement to enter into the Merger
Agreement, is appropriate and sufficient.
ENGINEERING ANIMATION, INC.
/s/ JAMIE A. WADE
By:
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Jamie A. Wade
Vice President
Jeff D. Trom
/s/ JEFF D. TROM
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